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AEERIS LTD — AGM Information 2025
Oct 26, 2025
64315_rns_2025-10-26_f54ca27c-faff-4411-a085-bca7b1f248d8.pdf
AGM Information
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AEERIS LTD
ABN: 18 166 705 595
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NOTICE OF ANNUAL GENERAL MEETING
AND EXPLANATORY STATEMENT
DATE : Thursday, 27[th] November 2025 TIME : 11.00 am (AEDT) PLACE : Level 4 175 Macquarie Street Sydney NSW 2000
2025 Annual Report
A copy of Aeeris Ltd’s 2025 Annual Report, including the financial report, directors’ report and auditors report for the year ended 30 June 2025 is available on the Company’s website at https://www.aeeris.com/annual-reports
AEERIS LTD
ACN 166 705 595
NOTICE OF ANNUAL GENERAL MEETING Thursday, 27[th] November 2025 at 11.00am
Notice is hereby given that the Annual General Meeting of Shareholders ( AGM ) of Aeeris Ltd ( Company or Aeeris ) will be held on Thursday, 27[th] November 2025 at 11.00am (AEDT) at Level 4, 175 Macquarie Street, Sydney NSW 2000.
The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered at the AGM. Please ensure you read the Explanatory Statement in full.
AGENDA
1. ANNUAL REPORT
To receive and consider the Annual Financial Report of the Company and its controlled entities for the year ended 30 June 2025 which includes the Financial Report and the Directors' and Auditor's Reports.
2. RESOLUTION 1 – REMUNERATION REPORT
To consider and, if thought fit, to pass the following resolution as a non-binding advisory resolution :
"That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as contained in the Company's Annual Financial Report for the financial year ended 30 June 2025 be adopted."
Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement: In accordance with Section 250R of the Corporations Act, the Company will disregard any votes cast (in any capacity) on Resolution 1 by or on behalf of either of the following persons:
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(a) A member of the Key Management Personnel, details of whose remuneration are included in the remuneration report;
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(b) A closely related party of such a member. A closely related party includes close family members and companies the Key Management Personnel controls.
However, the Company will not disregard a vote if:
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(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
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(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, either in accordance with a direction on the Proxy Form to vote as the proxy decides or pursuant to the express authorisation detailed on the Proxy Voting Form.
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3. RESOLUTION 2 – RE-ELECTION OF MR. BRYCE REYNOLDS
To consider and, if thought fit, to pass the following resolution as an ordinary resolution :
"That Mr. Bryce Reynolds who retires by rotation, and being eligible, be re-elected as a director of the Company.”
The Board, with Mr. Reynolds abstaining, recommends the Shareholders vote in favour of this resolution.
4. RESOLUTION 3 – APPROVAL OF ISSUE OF SECURITIES UNDER AN EMPLOYEE INCENTIVE PLAN
To consider and, if thought fit, to pass the following resolution as an ordinary resolution :
“That, for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to issue up to 5% of issued capital (3,911,442 securities) under its employee incentive scheme titled “Incentive Performance Rights Plan” on the terms and conditions set out in the Explanatory Statement.”
The Board recommends the Shareholders vote in favour of this resolution.
Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who is eligible to participate in the employee incentive plan, or any associates of that person or those persons.
However, this does not apply to a vote cast in favour of a resolution by:
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a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way, or
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the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
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the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
5. RESOLUTION 4 – ISSUE OF OPTIONS – MR BRYCE REYNOLDS
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue, up to 2,500,000 Options to Mr. Bryce Reynolds (or his nominee) in accordance with the terms and conditions set out in the Explanatory Statement.”
The Board, with Mr. Reynolds abstaining, recommends the Shareholders vote in favour of this resolution.
Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of Mr. Bryce Reynolds or any associates of Mr. Reynolds.
However, this does not apply to a vote cast in favour of the Resolution by:
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a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
6. RESOLUTION 5 – ISSUE OF OPTIONS – MR NATHAN YOUNG
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue, up to 1,250,000 Options to Mr. Nathan Young (or his nominee) in accordance with the terms and conditions set out in the Explanatory Statement.”
The Board, with Mr. Young abstaining, recommends the Shareholders vote in favour of this resolution.
Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Mr. Nathan Young or any associates of Mr. Young.
However, this does not apply to a vote cast in favour of the Resolution by:
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a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
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the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
7. RESOLUTION 6 – ISSUE OF OPTIONS – MS ELISSA HANSEN
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue, up to 1,250,000 Options to Ms. Elissa Hansen (or her nominee) in accordance with the terms and conditions set out in the Explanatory Statement.”
The Board, with Ms. Hansen abstaining, recommends the Shareholders vote in favour of this resolution.
Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of Ms Elissa Hansen or any associates of Ms Hansen.
However, this does not apply to a vote cast in favour of the Resolution by:
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a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
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the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
8. RESOLUTION 7 - APPROVAL FOR ADDITIONAL SHARE PLACEMENT CAPACITY
To consider and, if thought fit, to pass the following resolution as a special resolution :
“That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve giving the Company an additional ten percent (10%) capacity to issue equity securities in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”
The Board recommends the Shareholders vote in favour of this resolution.
Voting Exclusion: The Company will disregard any votes cast on Resolution 7 by any person who is expected to participate in the issue of equity securities under this resolution and a person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary Shares, if the resolution is passed; and any associates of that person.
However, this does not apply to a vote cast in favour of a resolution by:
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a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
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a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
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the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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Further Information
Your vote is important
The business of the Meeting affects your shareholding and your vote is important.
Entitlement to vote
The Directors have determined in accordance with the Company’s Constitution that the persons
eligible to vote at the Meeting are those who are registered Shareholders at 7.00pm (AEDT) on 25 November 2025. HOW TO VOTE
Shareholders can vote on the resolutions by:
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Submitting their vote before the meeting either online or using the proxy form; or
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At the meeting.
Shareholders are encouraged to lodge their vote prior to the meeting by visiting www.votingonline.com.au/aeragm2025 and following the instructions no later than 48 hours before the commencement of the meeting which is at 11.00am (AEDT) on 27 November 2025 .
You may also lodge completed Proxy Forms:
By mail to: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia In Person* at: Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia * during business hours Monday to Friday (9.00am – 5.00pm) and subject to public health orders and restrictions.
All Resolutions will be by poll
Each resolution considered at the meeting will be conducted by a poll, rather than on a show of hands.
Joint holders
When joint holders are named in the register of members, only one joint holder may vote. If more than one of the joint holders is present at the meeting, only the person whose name appears first in the register of members will be entitled to vote. If more than one holder votes at the meeting, only the vote of the first named of the joint holders in the register of members will be counted.
Proxies
All Shareholders who are entitled to participate in and vote at the AGM have the right to appoint a proxy to participate in the AGM and vote in their place. A proxy need not be a Shareholder and can be an individual or a body corporate.
You can direct your proxy how to vote (i.e. to vote ‘for’ or ‘against’, or to ‘abstain’ from voting on, each resolution) by following the instructions either online or on the hard copy voting form. A proxy may decide whether to vote on an item of business, except where the proxy is required by law or the constitution to vote, or abstain from voting, in his or her capacity as proxy. If a proxy is directed how
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to vote on an item of business, the proxy may only vote on the item as directed. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.
For your proxy appointment to be effective, it must be received by Boardroom Pty Limited not less than 48 hours before the time for holding the AGM (that is by 11.00am (AEDT) on 25 November 2025).
If you appoint the Chairman as your proxy but do not direct the Chairman on how to vote, then by completing and submitting your voting instructions you are expressly authorising the Chairman to vote in favour of each item of business, even when an item of business is directly or indirectly connected to the remuneration of a member of the key management personnel of Aeeris Ltd. The Chair intends to vote all available (including undirected) proxies in favour of all resolutions, subject to the applicable voting exclusions.
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 your votes (disregarding fractions).
The appointment of one or more duly appointed proxies will not preclude a Shareholder from attending the meeting and voting personally. If the Shareholder votes on a resolution, the proxy must not vote as the Shareholder’s proxy on that resolution.
Voting Intentions of the Chair of the meeting
The Chair of the Meeting intends to vote all available proxies FOR all resolutions.
The Chair of the meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted) provided the Shareholder who has lodged the proxy has given express voting direction to the Chair to exercise the undirected proxy. If you complete a proxy form that authorises the Chair of the meeting to vote on your behalf as proxy, and you do not mark any of the boxes to indicate to the Chair how your vote should be cast, then you will have been taken to have expressly authorised the Chairman to exercise your proxy on Resolutions 1 to 7 inclusive. In accordance with this express authority provided by you, the Chairman will vote FOR Resolutions 1 to 7.
If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct the Chair as to how to vote, please tick the appropriate boxes on the proxy form.
QUESTIONS AND COMMENTS FROM SHAREHOLDERS
Aeeris welcomes questions from Shareholders and proxyholders in the lead up to and during the AGM. In the interests of all participants, please confine your questions to matters being considered at the AGM that are relevant to Shareholders as a whole. It may not be possible to respond to all questions during the AGM and a number of similar questions may be grouped together and answered by the Chairman or management.
Before the meeting
Shareholders may submit written questions to the Company or the auditor in advance of the AGM by email to the Company Secretary at [email protected] or by post to the Company’s share registry (see address details above).
During the meeting
All Shareholders will have a reasonable opportunity to ask questions during the AGM, including the opportunity to ask questions of the Company’s auditor, MNSA Pty Ltd.
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COMMUNICATION WITH SHAREHOLDERS
By signing up to receive e-communications you will be helping to reduce print, paper and postage costs and the associated environmental impact. To sign up for e-communications visit https://www.investorserve.com.au/ . In line with our commitment to the environment and sustainability, unless you elect otherwise we will provide our Annual Reports to you by making them available on our website at https://www.aeeris.com/annual-reports .
Dated: 27 October 2025
By order of the Board
Elissa Hansen Company Secretary
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ANNUAL GENERAL MEETING EXPLANATORY STATEMENT
This Annual General Meeting ( AGM ) Explanatory Statement has been prepared for the information of Shareholders in connection with the business to be conducted at the AGM.
The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the General Meeting resolutions.
1. ANNUAL REPORT
1.1 General
The first agenda item is to receive the Annual Report of the Company for the year ended 30 June 2025.
1.2
Corporations Act
Section 317 of the Corporations Act 2001 (Cth) requires the directors to lay before the Annual General Meeting the Financial Report, the Directors' Report (including the Remuneration Report) and the Auditor's Report for the last financial year that ended 30 June 2025.
The Annual Report is available on the Company’s website and a printed copy has been sent to those shareholders who requested it.
In accordance with sections 250S and 250SA of the Corporations Act, Shareholders present at the Annual General Meeting will be provided with a reasonable opportunity to:
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(a) ask questions or make comment to the Directors present on the management of the Company and Remuneration Report; and
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(b) ask questions or make comment to the Auditor about the conduct of the audit and the preparation and content of the Auditor's Report.
No formal resolution to adopt the Annual Report will be put to the Shareholders at the Annual General Meeting.
Shareholders who are unable to attend the Annual General Meeting are able to submit written questions to the Chairman or the auditor about:
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(a) The preparation and the content of the 2025 Auditor's Report;
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(b) The conduct of the 2025 audit;
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(c) Accounting policies adopted by the Company in relation to the preparation of the 2025 financial statements; and
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(d) The independence of the Auditor in relation to the conduct of the 2025 audit.
The questions will need to be submitted no later than five (5) business days before the Annual General Meeting to the Company Secretary at the Company's Registered Office or via email to [email protected] .
2. RESOLUTION 1 – REMUNERATION REPORT
2.1 General
In accordance with Section 250R(2) of the Corporations Act, at a listed company's Annual General Meeting, a resolution that the Company’s Remuneration Report be adopted must be put to the vote. Section 250R(3) of the Corporations Act provides that the vote on the resolution is advisory only and does not bind the Directors or the Company.
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In accordance with Section 300A, the Remuneration Report sets out the Company’s remuneration arrangements for Key Management Personnel. The Remuneration Report is part of the Directors’ Report contained in the Annual Financial Report for the financial year ending 30 June 2025. A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.
2.2 Voting Consequences
Under the Corporations Act, companies are required to put to shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (“Spill Resolution”) if, at two consecutive Annual General Meetings, at least 25% of the votes cast on the Remuneration Report are voted against the adoption of the Remuneration Report and at the first of those Annual General Meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those Annual General Meetings.
If more than 50% of votes are cast in favour of a Spill Resolution, the Company must convene a shareholder meeting (“Spill Meeting”) within 90 days of the second Annual General Meeting. At that meeting, all directors who were in office at the time of the Directors’ Report, other than the managing director, will cease to hold office immediately before the Spill Meeting. Those persons who are elected or re-elected at the Spill Meeting will be the directors of the company. Note those directors who ceased to hold office immediately prior to the Spill Meeting may stand for re-election.
At the 2024 Annual General Meeting, the adoption of the remuneration report was approved by 96.24% of votes by shareholders who voted on the resolution. Accordingly, a Spill Resolution is not required at this AGM.
Shareholders of the Company will be provided with the opportunity to ask questions about or make comments on the Remuneration Report.
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR
3.1 General
In accordance with ASX Listing Rule 14.5, a public listed company must hold an election of directors at each annual general meeting. Further, in accordance with ASX Listing Rule 14.4 and the Company’s Constitution, a director must not hold office (without re-election) past the third annual general meeting following the director’s appointment and a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting.
3.2 Mr. Bryce Reynolds
Mr. Bryce Reynolds was last re-elected as a director at the 2022 AGM, having initially been appointed as a director on 18 July 2014. Bryce will retire at the conclusion of this meeting and, being eligible, offers himself for re-election.
Bryce has been involved in the finance industry since 1986. His experience includes funds management, proprietary trading, stockbroking and investment banking. He has detailed experience in advisory, mergers and acquisitions and equity capital markets.
In 2006, Bryce established Veritas Securities Limited as a founding director after working for a large investment bank and two mid tiered Australian securities firms. Since then, he has further added to his skill base by being an active company director for numerous private ventures in the funds management and IT/digital fields.
Bryce is Chairman of the Board and a member of the Audit and Risk Committee.
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4. RESOLUTION 3- APPROVAL OF ISSUE OF SECURITIES UNDER AN EMPLOYEE INCENTIVE PLAN
4.1 General
Resolution 3 seeks Shareholder approval to issue up to 5% of issued capital (3,911,442 securities) under the Company’s employee incentive scheme titled “Incentive Performance Rights Plan” ( Plan ) excluding issues approved by Shareholders under Listing Rule 10.14 or Listing Rule 10.11, under the Plan in accordance with Listing Rule 7.2 (Exception 13(b)).
The objective of the Plan is to attract, motivate and retain key employees, contractors and other persons who provide services to the Company, and the Company considers that the future issue of securities under the Plan will provide these parties with the opportunity to participate in the future growth of the Company.
4.2 Listing Rule 7.1 and Listing Rule 7.2 Exception 13(b)
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.
Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.
Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b)). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.
If Resolution 3 is passed, the Company will be able to issue securities under the Plan to eligible participants over a period of 3 years from the date of the Meeting. The issue of any securities to eligible participants under the Plan (up to the maximum number of securities stated in Section 4.5(c) below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of securities under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained.
4.3 Technical information required by Listing Rule 14.1A
If Resolution 3 is passed, the Company will be able to proceed with the issue of securities under the Plan to eligible participants, without reducing the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of those securities.
If Resolution 3 is not passed, the Company will be able to proceed with the issue of securities under the Plan to eligible participants, but any issues of securities will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the issue of those securities.
4.4
Technical Information Regarding Listing Rule 7.2 (Exception 13)
Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 3:
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(a) a summary of the key terms and conditions of the Plan is set out in Schedule A;
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(b) Shareholders previously approved the issue of securities under the Company’s Performance Rights Plan at its 2022 AGM. Since that time, the Company has issued 9,305,000 securities under the Plan, with 2,575,000 issued to related parties as approved by Shareholders.
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(c) the maximum number of securities proposed to be issued under the Plan in reliance on Listing Rule 7.2 (Exception 13(b)), is 3,911,442 securities. It is not envisaged that the maximum number of securities for which approval is sought will be issued immediately.
5. RESOLUTIONS 4 TO 6 - ISSUE OF OPTIONS TO RELATED PARTIES
5.1 Background
The Board recognises that it is desirable for directors to be incentivised and remunerated on a consistent basis and in a manner that focuses their efforts on delivering long-term value for shareholders. The Board continually reviews the design of the Company’s remuneration framework to ensure it meets its objective of being ‘fit for purpose’. This includes reviewing the components of the awards to be issued to directors to ensure everyone is focused on delivering long-term value.
The Company has agreed, subject to Shareholder approval, to issue a maximum of 5,000,000 Options to related parties of the Company as follows:
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(a) 2,500,000 Options to Bryce Reynolds;
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(b) 1,250,000 Options to Nathan Young; and
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(c) 1,250,000 Options to Elissa Hansen;
Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
5.2 Technical information required by Listing Rule 14.1A
If Resolutions 4 to 6 are passed, the Company will be able to issue the Options to Directors allowing it to appropriately reward the Director’s performance and focus their efforts on delivering long-term value for shareholders. The issue of these securities will not reduce the Company’s placement capacity to issue additional securities.
If Resolutions 4 to 6 are not passed, the Company will not be able to issue the Options to the Directors and the Board may consider alternative incentive arrangements for the directors such as increased remuneration.
5.3
ASX Listing Rule 10.11
ASX Listing Rule 10.11 provides that, unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to any of the following persons without the approval of holders of ordinary securities (Shareholders):
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10.11.1 a related party;
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10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
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10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
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10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3;
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- 10.11.5 a person whose relationship with the company or a person referred to in ASX Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders.
The issue falls within ASX Listing Rule 10.11.1 and none of the exceptions in ASX Listing Rule 10.12 applies, and so therefore requires the approval of Shareholders under ASX Listing rule 10.11.
Resolutions 4, 5 and 6 seeks Shareholder approval for the issue of Options to Directors for the purposes of ASX Listing Rule 10.11.
5.4 ASX Listing Rule 10.13 Requirements
Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 4, 5 and 6:
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(a) The Options are to be issued to Mr. Bryce Reynolds, Mr. Nathan Young and Ms. Elissa Hansen who all fall within ASX Listing Rule 10.11.1 by virtue of being directors of the Company;
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(b) the maximum number of Options to be issued to:
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(i) 2,500,000 Options to Bryce Reynolds;
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(ii) 1,250,000 Options to Nathan Young; and
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(iii) 1,250,000 Options to Elissa Hansen;
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(c) A summary of the material terms of the Options is included in Schedule B;
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(d) the Options will be issued as soon as practical after the AGM, subject to Shareholder approval and in any event no later than one (1) month after the date of the Meeting;
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(e) The Directors will pay $0.0001 for each Option and the Options are exercisable at $0.13 each;
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(f) Funds raised from the issue and on exercise will be used for working capital;
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(g) The Directors total remuneration packages are currently:
| Director | Remuneration ($) |
|---|---|
| Bryce Reynolds | $40,000 |
| Nathan Taylor | $40,000 |
| Elissa Hansen | $67,600* |
- includes Director fees and Company Secretarial fees.
6. RESOLUTION 7 - APPROVAL FOR ADDITIONAL SHARE PLACEMENT CAPACITY
6.1 General
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.
Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% ( Additional Placement Capacity ).
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An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. Aeeris Ltd is an eligible entity for these purposes.
Resolution 7 seeks shareholder approval by way of special resolution for Aeeris to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without shareholder approval, should the need arise.
As a special resolution at least 75% of votes cast by Shareholders eligible to vote at the meeting must be in favour of the resolution for it to be passed.
6.2 Technical information required by Listing Rule 14.1A
If Resolution 7 is passed, Aeeris will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.
If Resolution 7 is not passed, Aeeris will not be able to access the additional 10% capacity to issue equity securities without shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.
6.3
ASX Listing Rule 7.3A Requirements
Pursuant to ASX Listing Rule 7.3A, the issue price for each security issued under the Additional Placement Capacity will not be less than 75% of the volume weighted average price for securities in that class over the 15 trading days on which trades in that class were recorded immediately before:
-
the date on which the price at which the securities are to be issued is agreed by the entity and the recipient of the securities; or
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if the securities are not issued within 10 trading days of the date above, the date on which the securities are issued.
The issue of equity securities under the Additional Placement Capacity may result in voting dilution of existing ordinary shareholders (as shown in the table below). There is also the risk that:
-
the market price for equity securities in that class may be significantly lower on the issue date than on the date of the Annual General Meeting; and
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the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the issue date.
Table 1 following shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.3A.2 on the basis of the current market price of Shares and the current number of ordinary securities quoted on ASX for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.
The table also shows:
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i. two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
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ii. two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% against the current market price.
Aeeris Ltd | Notice of Annual General Meeting
Page 14 of 21
Table 1
| Variable "A" Number of Shares on Issue |
Dilution | Dilution | ||
|---|---|---|---|---|
| Issue Price (per Share) |
$0.031 | $0.061 | $0.092 | |
| 50% decrease in Issue Price |
Issue Price | 50% Increase in Issue Price |
||
| 73,648,858 | 10% Voting Dilution |
7,364,886 Shares |
7,364,886 Shares |
7,364,886 Shares |
| (Current number of Shares on Issue) |
||||
| Funds Raised | $224,629 | $449,258 | $673,887 | |
| 110,473,287 | 10% Voting Dilution |
11,047,329 Shares |
11,047,329 Shares |
11,047,329 Shares |
| (50% increase in Shares on Issue) |
||||
| Funds Raised | $336,944 | $673,887 | $1,010,831 | |
| 147,297,716 | 10% Voting Dilution |
14,729,772 Shares |
14,729,772 Shares |
14,729,772 Shares |
| (100% increase in Shares on Issue) |
||||
| Funds Raised | $449,258 | $898,516 | $1,347,774 |
The above table is based on the following assumptions:
-
The number of shares on issue (variable “A”) is calculated as 73,648,858 being all fully paid ordinary shares quoted on ASX as at 29 September 2025.
-
The Company issues the maximum number of equity securities available under the Additional Placement Capacity.
-
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.
-
The table shows only the issue of equity securities under the Additional Placement Capacity and not under Listing Rule 7.1.
-
The issue of equity securities under the Additional Placement Capacity includes only Shares.
-
The issue price of $0.061 was the closing price of shares on ASX on 29 September 2025.
Equity securities under the Additional Placement Capacity may be issued until the earlier of:
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the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained;
-
the time and date of the Company’s next Annual General Meeting; or
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the date of approval by ordinary shareholders of a significant change to the Company’s activities under ASX Listing Rule 11.1.2 or the date of approval by ordinary shareholders of a disposal of a major asset under ASX Listing Rule 11.2.
-
To be clear, any approval of the Additional Placement Capacity at this Annual General Meeting will cease to be valid in the event that ordinary shareholders approve a transaction under ASX Listing Rule 11.1.2 or 11.2.
-
The Company may issue equity securities in an existing quoted class of securities under the Additional Placement Capacity for cash consideration:
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to raise funds for the development of the Company’s new and existing products and services;
Aeeris Ltd | Notice of Annual General Meeting
Page 15 of 21
-
to raise funds for the acquisition of new assets or investments (including assets associated with such acquisition);
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to fund working capital.
The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 upon issue of any equity securities under the Additional Placement Capacity.
The Company’s allocation policy for issues under the Additional Placement Capacity is dependent on prevailing market conditions at the time of any proposed issue. The identity of the allottees of the equity securities will be determined on a case-by-case basis having regard to the factors including, but not limited to, the following:
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the purpose of the issue;
-
the methods of raising funds that are available to the Company, including rights issues or other issues in which existing shareholders may participate;
-
the effect of the issue of the equity securities on the control of the Company;
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the financial situation and solvency of the Company;
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prevailing market conditions; and
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advice from the Company’s advisors.
As the Company has no current plans to undertake a new capital raising, the allottees under the Additional Placement Capacity have not yet been determined, but if such an exercise was undertaken, allottees may include existing substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.
Aeeris sought Additional Placement Capacity at its 2024 Annual General Meeting. During the 12 months preceding the date of this meeting, the Company did not issue any securities utilising the Company’s placement capacity under Listing Rule 7.1A.
As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.
If the Company issues equity securities pursuant to the Additional Placement Capacity, it will give to ASX:
-
a list of the allottees of the equity securities and the number of equity securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
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the information required by Listing Rule 3.10.5A for release to the market.
Aeeris Ltd | Notice of Annual General Meeting
Page 16 of 21
GLOSSARY
$ means Australian dollars.
Annual General Meeting means the meeting convened by the Notice of Annual General Meeting.
Annual General Meeting Explanatory Statement means the explanatory statement accompanying the Notice of Annual General Meeting.
Annual General Meeting Proxy Form means the proxy form accompanying the Notice of Annual General Meeting.
Annual General Meeting Resolutions means the resolutions set out in the Notice of Annual General Meeting, or any one of them, as the context requires.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
-
(a) a spouse or child of the member;
-
(b) a child of the member’s spouse;
-
(c) a dependent of the member or the member’s spouse;
-
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
-
(e) a company the member controls; or
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(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
Company means Aeeris Ltd (ACN 166 705 595).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Notice of Annual General Meeting means this notice of meeting including the Annual General Meeting Explanatory Statement and the Annual General Meeting Proxy Form.
Resolution means a resolution set out in the Notice of Annual General Meeting.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Aeeris Ltd | Notice of Annual General Meeting
Page 17 of 21
SCHEDULE A
SUMMARY OF EMPLOYEE INCENTIVE RIGHTS PLAN
The following is a summary of the key terms and conditions of the Performance Rights Plan to be adopted by the Company:
-
(a) Eligible Participants : Participants eligible to participate in the Performance Rights Plan include directors, and full-time or part-time employees, casual employees or contractors of the Company, or any of its subsidiaries and any other related bodies corporate of the Company or any other person that ASIC declares is eligible to receive a grant of rights to acquire Shares ( Employee Rights ) under the Performance Rights Plan and who are declared by the Board as eligible to receive grants of Employee Rights under the Performance Rights Plan ( Eligible Participants ).
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(b) Offer : The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant to apply for up to a specified number of Employee Rights, upon the terms set out in the Performance Rights Plan and upon such additional terms and conditions as the Board determines ( Offer ).
-
(c) No Consideration : Employee Rights granted under the Performance Rights Plan will be issued for nil cash consideration.
-
(d) Rights : Each Employee Right issued under the Performance Rights Plan is a right to be issued with or transferred a Share, free of encumbrances.
-
(e) Expiry Date : means the date on which an Employee Right lapses (if it has not already lapsed in accordance with the Performance Rights Plan) as specified in the offer made to the Eligible Participant.
-
(f) Vesting Conditions : The Board will determine the vesting conditions that must be satisfied by an Eligible Participant before the Employee Right vests in the holder ( Vesting Conditions ). Any Vesting Conditions will be specified in the written Offer made by the Board to the Eligible Participant and for the avoidance of doubt may include accelerated vesting where specified.
-
(g) Vesting : An Employee Right will vest where the Vesting Conditions are satisfied or waived by the Board.
-
(h) Exercise of Employee Right : A participant may exercise an Employee Right that is entitled to be exercised by lodging with the Company a notice of exercise of the Employee Right and the certificate for the Employee Right.
-
(i) Waiver of Vesting Conditions : The Board may resolve to waive any of the Vesting Conditions applying to Employee Rights, including where:
-
(i) a participant dies or has total and permanent disability;
-
(ii) a participant ceases to be employed by the Company, its subsidiaries or its related bodies corporate or act as a director;
-
(iii) a participant suffers severe financial hardship;
-
(iv) the participant or of an immediate family member of the participant becomes terminally ill; or
-
(v) a change of control occurs or the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.
-
(j) Lapse of Employee Rights : An Employee Right will lapse upon the earlier to occur of:
-
(i) an unauthorised dealing in, or hedging of, the Employee Rights occurring;
-
(ii) a failure to meet the Vesting Conditions;
Aeeris Ltd | Notice of Annual General Meeting
Page 18 of 21
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(iii) a participant fails to exercise an Employee Right within the required time;
-
(iv) the Expiry Date;
-
(v) the participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Employee Right;
-
(vi) the Company undergoes a change in control or a winding up resolution or order is made, and the Board does not exercise its discretion to vest the Employee Right; or
-
(vii) a determination of the Board that the Employee Right is to lapse due to fraud or dishonesty.
-
(k) Restrictions on Dealings and Hedging: An Employee Right granted under the Performance Rights Plan is only transferable, assignable or able to be otherwise disposed or encumbered with the consent of the Board, or by force of law upon death or bankruptcy of the Eligible Participant (or their nominee). An Eligible Participant must not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure, to their Employee Rights. The Employee Rights will immediately lapse if the Eligible Participant breaches this rule.
-
(l) Share Restriction Period : The Board may, in its discretion, determine at any time up until exercise of Employee Rights, that a restriction period will apply to some or all of the Shares issued to a Participant on exercise of those Employee Rights ( Restricted Shares ), up to a maximum four (4) years from the grant date of the Employee Rights. A Participant must not dispose of or otherwise deal with any Shares issued to them under the Performance Rights Plan while they are Restricted Shares.
-
(m) Quotation : The Company will not apply for quotation of the Employee Rights. If Shares of the same class as those issued under the Performance Rights Plan are listed on the ASX, the Company will apply to the ASX for those Shares to be listed within a reasonable time after they are issued and following the date any restriction period that applies to the Shares ends.
-
(n) Participation Rights : Other than adjustments for bonus issues and reorganisation of the issued capital of the Company, participants are not entitled to participate in any new issue of securities of the Company as a result of their holding Employee Rights during the currency of any Employee Rights and prior to vesting. In addition, participants are not entitled to vote nor receive dividends as a result of their holding Employee Rights.
Aeeris Ltd | Notice of Annual General Meeting
Page 19 of 21
SCHEDULE B
TERMS AND CONDITIONS OF OPTIONS
(a) Entitlement
Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Issue Price
Each Option is issued at $0.0001 each.
- (c) Exercise Price
Subject to paragraph (j), the amount payable upon exercise of the Options is $0.13 ( Exercise Price ).
- (d)
Expiry Date
Each Option will expire at 5:00 pm (Sydney time) on the date that is 42 months (3.5 years) from the date of issue of the Options ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
- (e) Exercise Period
Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).
- (f) Notice of Exercise
The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(g) Exercise Date
A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).
(h)
Timing of issue of Shares on exercise
Within 15 Business Days after the Exercise Date, the Company will:
-
(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
-
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
-
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
If a notice delivered under (h)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.
Aeeris Ltd | Notice of Annual General Meeting
Page 20 of 21
(i) Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
(j) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(k) Participation in new issues
There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
(l) Change in exercise price
An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.
(m) Transferability
Options are transferable.
(n) ASX Listing
The Options are unlisted and Aeeris does not intend to seek quotation of the Options.
Aeeris Ltd | Notice of Annual General Meeting
Page 21 of 21
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All Correspondence to:
-
By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
-
By Fax: +61 2 9290 9655
-
Online: www.boardroomlimited.com.au
By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recorded before 11.00am (AEDT) on Tuesday, 25 November 2025.
TO VOTE ONLINE
STEP 1: VISIT https://www.votingonline.com.au/aeragm2025 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):
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BY SMARTPHONE
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Scan QR Code using smartphone QR Reader App
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 APPOINTMENT OF PROXY
Indicate who you want to appoint as your Proxy.
If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.
STEP 3 SIGN THE FORM
The form must be signed as follows: Individual: This form is to be signed by the securityholder.
Joint Holding : where the holding is in more than one name, all the securityholders should sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.
STEP 4 LODGEMENT
To appoint a second proxy you must:
(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.
STEP 2 VOTING DIRECTIONS TO YOUR PROXY
To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.
Proxy which is a Body Corporate
Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.
Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11.00am (AEDT) on Tuesday, 25 November 2025. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy forms may be lodged using the enclosed Reply Paid Envelope or:
Online https://www.votingonline.com.au/aeragm2025 By Fax + 61 2 9290 9655 By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia
Attending the Meeting
If you wish to attend the meeting please bring this form with you to assist registration .
Aeeris Limited ABN 18 166 705 595
Your Address
This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.
Please note, you cannot change ownership of your securities using this form.
PROXY FORM
STEP 1 APPOINT A PROXY
I/We being a member/s of Aeeris Limited Company) and entitled to attend and vote hereby appoint:
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 of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at Level 4, 175 Macquarie Street, Sydney NSW 2000 on Thursday, 27 November 2025 at 11.00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.
Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1, 3, 4, 5,and 6. I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 1, 3, 4, 5,and 6 are connected with the remuneration of a member of the key management personnel for the Company.
The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 1, 3, 4, 5,and 6). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution.
STEP 2 VOTING DIRECTIONS * 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 vote will not be counted in calculating the required majority if a poll is called.
For Against Abstain*
Resolution 1 Adoption of the Remuneration Report Resolution 2 Re-election of Mr. Bryce Reynolds as a Director Resolution 3 Approval of the Issue of Securities under an Employee Incentive Plan Resolution 4 Issue of Options – Mr. Bryce Reynolds Resolution 5 Issue of Options – Mr. Nathan Young Resolution 6 Issue of Options – Mr. Elissa Hansen Resolution 7 Approval for Additional Share Placement Capacity (Special Resolution)
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STEP 3 SIGNATURE OF SECURITYHOLDERS
This form must be signed to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2025