AML3D LIMITED — AGM Information 2024

Jun 13, 2024

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AML3D LIMITED ACN 602 857 983

Notice of Extraordinary General Meeting

Date: 17 July 2024 Time: 11am (Adelaide time) Venue: To be held at: AML3D Limited Unit 4, 136 Mooringe Avenue North Plympton, SA 5037

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14 June 2024

Dear Shareholder

2024 Extraordinary General Meeting

On behalf of the Board, I am pleased to invite you to attend the 2024 Extraordinary General Meeting (EGM) of AML3D Limited to be held at 11:00am (Adelaide Time) on Wednesday 17 July 2024.

You will be able to attend the meeting in person at AML3D Limited, Unit 4, 136 Mooringe Avenue, North Plympton, SA 5037 .

A poll will be conducted for each of the resolutions. The Directors encourage all shareholders to lodge proxy forms prior to the EGM. Shareholders and proxyholders will also be able to vote at the EGM in person.

Shareholders and proxyholders present in person will be able to ask questions during the EGM. Shareholders are also encouraged to direct questions to the Chairman via the Company Secretary by email so that they are received not later than two days prior to the meeting. Please email investor@aml3d.com and use the email subject “EGM Chairman Questions”.

The Notice of EGM, including Explanatory Memorandum and Notes, is attached. Also enclosed is a Proxy Form.

Your vote as a shareholder is important. If you are unable to attend the Meeting to vote in person, I encourage you to appoint a proxy to act on your behalf, by following the instructions on the Proxy Form and on page 10 of the Notice of Meeting. To be valid, your Proxy Form must be received by 11:00am Adelaide time on Monday 15 July 2024.

We look forward to seeing you at this year’s EGM.

Yours faithfully

AML3D LIMITED

Noel Cornish AM Chairman

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Notice of Extraordinary General Meeting

Notice is hereby given that the 2024 Extraordinary General Meeting of shareholders of AML3D Limited (Company) will be held on Wednesday 17 July 2024 at 11:00am (Adelaide time) at AML3D Limited, Unit 4, 136 Mooringe Avenue, North Plympton, SA 5037.

ORDINARY BUSINESS

1. Ratification of Prior Issue of Placement Shares under Listing Rule 7.1

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 35,333,057 Fully Paid Ordinary Shares on the terms and conditions set out in the Explanatory Memorandum.”

4. Grant of Director Options to Mr Peter Siebels

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant 2,000,000 Options to Mr Peter Siebels (and/or his nominees), a Director of the Company and a related party, under the Company’s Performance Rights and Options Plan on the terms and conditions set out in the Explanatory Statement.”

2. Ratification of Prior Issue of Placement Shares under Listing Rule 7.1A

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 22,917,859 Fully Paid Ordinary Shares on the terms and conditions set out in the Explanatory Memorandum.”

5. Approval to issue Advisor Options to Joint Lead Managers

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 11,981,973 Options to the Joint Lead Managers on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement

3. Approval to issue Director Placement Shares to Mr Peter Siebels under Listing Rule 10.11

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,000,000 Shares to Mr Peter Siebels (and/or his nominees), a Director of the Company and a related party, on the terms and conditions set out in the Explanatory Statement.”

Voting exclusions apply for Items 1, 2, 3, 4 and 5. Details are provided in the Explanatory Memorandum.

The following Explanatory Memorandum and Notes form part of this Notice of Meeting.

By order of the Board

Kaitlin Smith Company Secretary AML3D Limited

14 June 2024

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EXPLANTORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of the shareholders of AML3D Limited (Company) in connection with the business to be conducted at the Extraordinary General Meeting (EGM) of shareholders to be held on 17 July 2024.

1. RESOLUTION 1 - 2 RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES (UNDER LISTING RULE 7.1 and LISTING RULE 7.1A)

General

On 16 May 2024, the Company successfully raised $2.912 million (before costs) through the placement of total of 58,250,916 fully paid ordinary shares (35,333,057 under Listing Rule 7.1 and 22,917,859 under Listing Rule 7.1A) to sophisticated investors in accordance with the Company’s placement capacity under ASX Listing Rule 7.1 and 7.1A (Placement).

By issuing those shares utilising these rules, the Company’s capacity to issue further equity securities without Shareholder approval within those limits was accordingly reduced.

Resolution 1 and 2 seek the approval of shareholders to ratify the issue of these shares under ASX Listing Rule 7.1 and 7.1A and for the purposes of ASX Listing Rule 7.4.

ASX Listing Rules 7.1, 7.1A and 7.4

Broadly speaking, and subject to a number of exceptions, ASX 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.

The Placement does not fit within any of the exceptions to ASX Listing Rule 7.1 and, as it has not yet been approved by the Company’s shareholders, it effectively uses up part of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without shareholder approval under ASX listing Rule 7.1 for the 12-month period following the Share issue date.

Under Listing Rule 7.1A, 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%.

The Company is an eligible entity and sought and received Shareholder approval to increase its limit to 25% at the annual general meeting held on 8 November 2023.

ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and 7.1A and so does not reduce the Company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval under that rule.

To this end, resolution 1 and 2 seek shareholder approval of the Placement under 7.1 and 7.1A and for the purposes of ASX Listing Rule 7.4.

If resolution 1 and 2 are passed, the issue will be excluded in calculating the Company’s combined 25% limit in ASX Listing Rule 7.1 and 7.1A, effectively increasing the number of equity securities it can issue without shareholder approval over the 12-month period following the Placement date.

If resolution 1 and 2 are not passed, the Share Issue will be included in calculating the Company’s combined 25% limit in ASX Listing Rule 7.1 and 7.1A, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the Placement date.

Technical information required by Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rules 7.5, the following information is provided in relation to the ratification of the issue of the Share Issue.

The Placement was issued to a range of sophisticated investors (the Placement Participants ) to whom a prospectus does not need to be provided under the Corporations Act.

In accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the Placement Participants were:

• Related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company or an associate of any of these parties;

Taylor Collison and Bell Potter acted as Joint Lead Managers and Cerberus Advisory acted as Corporate Advisor for the Placement. The placees were clients of the Joint Lead Managers or existing shareholders participating through their broker with the agreement of the Joint Lead Managers. The Corporate Advisor identified investors through a bookbuild process, which involved seeking expressions of interest to participate in the capital raising from non-related parties of the Company.

58,250,916 Placement shares were issued on the following basis:

• 35,333,057 Placement shares were issued at $0.05 per share pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 1);

• 22,917,859 Placement shares were issued at $0.05 per share pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2);

• The placement shares issued under Listing Rule 7.1 (ratification of which is sought under Resolution 1) and 7.1A (ratification of which is sought under Resolution 2) were not issued pursuant to an agreement.

The Placement shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing shares. The Placement shares were issued on 23 May 2024 and 27 May 2024. The Company has not and will not receive any other consideration for the issue of the Placement shares.

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The proceeds from the issue of the Placement are intended to be applied to:

• Establish US facility, expand sales team and technical resources;

• R&D product development; and

• Working capital and Placement Offer costs.

Voting Exclusions

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution 1 and 2 set out below by or on behalf of the following persons:

• A person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement Participants) or an associate of that person or those persons;

However, this does not apply to a vote cast in favour of the Resolution by:

• 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

• the Chair 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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.

Recommendation

The Board recommends that Shareholders vote IN FAVOUR of ratifying the Placement.

The Chairman intends to vote undirected proxies in favour of Resolutions 1 and 2.

2. RESOLUTION 3 APPROVAL TO ISSUE DIRECTOR PLACEMENT SHARES TO MR PETER SIEBELS UNDER LISTING RULE 10.11

General

Resolution 3 seeks Shareholder approval for the issue of 2,000,000 Shares (Director Placement Shares) to Mr Peter Siebels (and/or his nominees) at $0.05 per share, being the same price as the Placement.

Mr Siebels is the Company’s Non-Executive Director. Shareholder approval is required and is being sought for Resolution 3 because, as a Director, Mr Siebels, is a ‘related party’ of the Company. Accordingly, Listing Rule 10.11 applies and the Company must not issue equity securities to them without the approval of Shareholders.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must, pursuant to section 208 of the Corporations Act:

• (i) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (ii) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The proposed issue of the Director Placement Shares to Mr Siebels constitutes giving a financial benefit and Mr Siebels is a related party of the Company by virtue of being a Director.

Section 210 of the Corporations Act states that member approval is not needed to give a financial benefit on terms that:

• (a) would be reasonable in the circumstances if the public company or entity and the related party were dealing at arm's length; or

• (b) are less favourable to the related party than the terms referred to in paragraph (a).

The Board has determined that the financial benefit given by the Company is reasonable in the circumstances as if the Company and the recipients were dealing at arm’s length. Specifically, the price per share is the same as other sophisticated and institutional investors under the Placement. Accordingly, Shareholder approval is not required under Chapter 2E of the Corporations Act.

Regulatory Requirements

Listing Rule 10.11 requires Shareholder approval to be obtained where an entity issues or agrees to issue securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval ought to be obtained, unless an exception in Listing Rule 10.12 applies. It is the Directors’ view that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances. As such, Shareholder approval is being sought for the purposes of Listing Rule 10.11 under Resolution 3.

As Shareholder approval is being sought under Listing Rule 10.11, approval is not also required under Listing Rule 7.1.

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to:

10.11.1 a related party;

• 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;

• 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

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which gives them a right or expectation to do so;

Voting Exclusions

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• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in 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,

unless it obtains the approval of its shareholders.

The issue of the Director Placement Shares falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

Resolution 3 seeks the required Shareholder approval to the issue of the Director Placement Shares under and for the purposes of Listing Rule 10.11.

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Director Placement Shares to Mr Siebels (and/or his nominees).

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Director Placement Shares.

Information required by Listing Rule 10.13

Pursuant to and in accordance with the requirements of Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Director Placement Shares to Mr Siebels.

• the Director Placement Shares are proposed to be issued to Mr Peter Siebels (and/or his nominees) who are related parties to the Company (Listing Rule 10.11.1 category) by virtue of being Directors;

• the maximum number of Shares to be issued under Resolution 3 is 2,000,000;

• the Director Placement Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• the Director Placement Shares will be issued as soon as practicable after the date of the meeting and in any event within one month after the date of the Meeting;

• the issue price for the Director Placement Shares will be $0.05 per Share, which was the same price under other Shares issued under the Placement. The consideration for the Shares will be the cash consideration of $100,000.

• the issue of the Director Placement Shares is not intended to remunerate nor incentivise Mr Siebels but is to raise capital for the purpose of:

• Establish US facility, expand sales team and technical resources;

• R&D product development; and

• Working capital and Placement Offer costs.

• the Director Placement Shares will not be issued pursuant to any written share subscription agreement; and

• a voting exclusion statement is included in Resolution 3 of the Notice.

The Company will disregard any votes cast in favour of resolution 3 by or on behalf of:

• Mr Peter Siebels and any other person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the PROP, namely any Director of the Company; or

• an associate of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• 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

• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met

• 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.

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Recommendation

Mr Siebels declined to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution on the basis that he (or his nominees) is to be issued the Director Placement Shares should Resolution 3 be passed.

The remaining Board recommends that Shareholders vote IN FAVOUR of approval to issue Director Placement Shares to Mr Peter Siebels.

The Chairman intends to vote undirected proxies in favour of Resolutions 3.

3. RESOLUTION 4 - GRANT OF DIRECTOR OPTIONS TO MR PETER SIEBELS

General

Under ASX Listing Rule 10.14.1, the Company requires shareholder approval to issue equity securities under an employee incentive scheme to a Director of the Company. Accordingly, the Company is seeking the approval of shareholders under ASX Listing Rule 10.14.1 for the grant of 2,000,000 Options to Director Mr Peter Siebels (and/or his nominees), under the Company’s Performance Rights and Options Plan (“PROP”) on the terms set out below and subject to obtaining shareholder approval.

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The options will be issued pursuant to the Company’s Performance Rights and Options Plan (PROP), as described in the Company’s Prospectus and disclosed to the market at the time of Initial ASX Listing of the Company effective from 20 April 2020. The PROP was re-approved by Shareholders at the Annual General Meeting of the Company held on 23 November 2022. Details of the PROP were disclosed in the Prospectus in accordance with ASX Listing Rule 7.2 Exception 13(a). A copy of the PROP is available on the Company’s website at www.aml3d.com/investors and a summary of material terms is included at Annexure A.

Exception 14 in ASX Listing Rule 7.2 provides that ASX Listing Rule 7.1 does not apply where shareholder approval for an issue of securities is obtained under ASX Listing Rule 10.14. This means that if shareholder approval is obtained for Resolution 4, approval is not required for the purposes of ASX Listing Rule 7.1.

If Resolution 4 is passed, the Company will be able to proceed with the issue of 2,000,000 Options to Mr Peter Siebels under the PROP. As approval under ASX Listing Rule 7.1 is not required, the issue of the Options will not use any of the Company’s 15% annual placement capacity. If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Options to Mr Peter Siebels, and the Board may consider other forms of remuneration for the Director’s Long-term Incentive and re-negotiation of these remuneration arrangements may require additional cash payments.

Information provided to Shareholders

For the purposes of the approval sought under ASX Listing Rule 10.14 and in accordance with the requirements of ASX Listing Rule 10.15 and for all other purposes, the following information is provided to shareholders in respect of the proposed grant of 2,000,000 options to Mr Peter Siebels under the PROP. Director Mr Peter Siebels falls within the category stipulated by Listing Rule 10.14.1. In the event the Options are issued to nominees of Mr Peter Siebels, they will fall within the category stipulated by Listing Rule 10.14.2.

Remuneration

Mr Peter Siebels’s total remuneration package other than the proposed options comprises $60,000 NonExecutive Director fees per annum plus statutory superannuation.

Details of Prior Grants

Since the PROP was originally disclosed to the market at the time of Initial ASX Listing of the Company effective from 20 April 2020, and re-approved by Shareholders at the Annual General Meeting of the Company held on 23 November 2022, Mr Peter Siebels has not received a grant of securities under the PROP.

Option Information

The Board considers that the issue of options will appropriately enhance the alignment of Director interests with that of shareholders. The number and exercise price of the options is comparable to options previously issued to non-executive directors under another option scheme that is no longer available. The options will be unquoted and will have no immediate dilutionary impact on shareholders. The issue of options is a reasonable and appropriate method to provide costeffective non-cash remuneration and the Company will benefit from funds raised at the time of exercise of the options. The exercise price of $0.16 represents a significant premium to the current share price.

The indicative value of the Options based on the BlackScholes methodology as calculated by internal management is $70,516, being $0.035 per option, based on the option details as above and market conditions as at 15 May 2024.

Other Participants under ASX Listing Rule 10.14

The person referred to in ASX Listing Rule 10.14 who is entitled to participate in the PROP is the Director of the Company: Mr Peter Siebels. Any additional persons referred to in ASX Listing Rule 10.14 who become entitled to participate in the PROP after this resolution is approved will not participate until approval is obtained under Listing Rule 10.14.

No loans

Number of Options

The maximum number of Options to be issued under Resolution 4 is 2,000,000 to Mr Peter Siebels (and/or his Nominees).

Key Terms of Options

The options will be exercisable from the date of issue and will expire five years from the date of issue. The options will not be quoted on ASX. No consideration will be payable for the grant of the options. Each option is an option to subscribe for one fully paid ordinary share in the Company and the Company will apply for ASX quotation of shares issued upon exercise of the options. The exercise price is $0.16 per option. Options will be issued pursuant to the PROP Rules.

Unvested options do not entitle the holder to any voting rights, or legal or beneficial interest in the Company’s shares.

It is intended that options will be issued as soon as practicable after the date of approval and in any case no later than 12 months following the AGM.

No loans are proposed to be provided in relation to grant or exercise of the Options.

Disclosures

Details of any securities issued under the PROP will be published in each annual report of the Company relating to a period in which securities have been issued. This will include a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the PROP after resolution 4 is approved and who were not named in this Notice of Meeting will not participate until approval is obtained under that rule.

Other Material Terms

If this grant is approved, some or all of the options granted to Mr Peter Siebels may vest, lapse or remain on foot on cessation as a director, subject to the Board’s discretion. Under the PROP, the Board also has discretion to vest or lapse the options if there is a change of control.

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The PROP rules also give the Company the discretion to lapse unvested options, and claw back vested shares in certain circumstances (such as dishonesty, fraud or breach of material obligations).

The PROP can be amended by the Board, subject to the ASX Listing Rules.

Voting Exclusion Statement

In accordance with the Corporations Act, the Company will disregard any votes cast as proxy on resolution 4 by:

• a member of the Company’s Key Management Personnel (KMP) at the date of the AGM; or

• a Closely Related Party of such a member.

However, a person described above may cast a vote on Resolution 4 as a proxy if the vote is not cast on behalf of a person described above and either:

• the person is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or

• the person is the chair of the meeting and the appointment of the chair as proxy:

• does not specify the way the proxy is to vote on the resolution; and

• expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Company’s KMP.

The Company will disregard any votes cast in favour of resolution 4 by or on behalf of:

• Mr Peter Siebels and any other person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the PROP, namely any Director of the Company; or

• an associate of those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• 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

• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met

• 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.

Recommendation

Mr Peter Siebels declines to make a recommendation to shareholders in relation to Resolution 4 due to his

material personal interest in the outcome of the Resolution on the basis that they are to be issued the Options should Resolution 4 be passed.

The remaining Board recommends that Shareholders vote IN FAVOUR of approval to issue Director Options to Mr Peter Siebels. The Chairman intends to vote undirected proxies in favour of Resolution 4.

4. RESOLUTION 5 APPROVAL TO ISSUE ADVISOR OPTIONS TO JOINT LEAD MANAGERS

General

Resolution 5 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Advisor Options.

Bell Potter Securities Limited (ACN 006 390 772, AFSL 243480) (Bell Potter) and Taylor Collison Limited (ACN 008 172 450 AFSL 247083) (Taylor Collison) and Cerberus Advisory (Cerberus) (together the ‘JLMs’) were engaged by the Company to act as joint lead managers and corporate advisor to the Capital Raise. The key terms of the Capital Raising Mandate are as follows:

• Term: the term will be deemed to have commenced with an effective date of 10 April 2024.

• Services: Taylor Collison, Bell Potter and Cerberus agreed to provide the Company with lead manager services relating to the Entitlement Offer, Shortfall Placement and Additional Shortfall Placement.

• Fees: in consideration for the above services, the Company agreed to provide JLMs the following fees:

• A capital raising fee of up to 6% of the total amount raised under the Entitlement Offer, Shortfall Placement and Additional Shortfall Placement;

• Up to a maximum of 3% of the total number of fully diluted ordinary shares in the Company following completion of the Offer will be issued as Advisor Options. The Advisor Options will be issued proportionately to the percentage of the Shortfall Placement placed (IE if 50% of the Shortfall Placement was placed, the JLMs would be entitled to a number of Advisor Options equal to 1.5% of the fully diluted ordinary shares in the Company following completion of the Offer).

The Advisor Options will have a 10c exercise price and will expire on 30 June 2026.

ASX Listing Rules 7.1 and 7.4

As summarised in Section 1 above, 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 12-month period.

The proposed issue of the Advisor Options does not fit within any of the exceptions set out in ASX Listing Rule 7.2. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 7.1 so

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that it does not use up any of its 15% placement capacity under Listing Rule 7.1.

Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue of the Advisor Options. In addition, the issue of the Advisor Options will be excluded in calculating the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 5 is not passed, the Company will procced with the issue of the Advisor Options within its capacity under Listing Rule 7.1.

Resolution 5 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Advisor Options.

Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 5:

• the Advisor Options will be issued to Taylor Collison, Bell Potter Stockbrokers and Cerberus Advisory as part consideration for joint lead manager services provided in respect of the Placement;

• in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that Taylor Collison, Bell Potter Stockbrokers and Cerberus Advisory:

• is not a related party of the Company, a member of the Company’s Key Management Personnel, a substantial holder of the Company, or an adviser to the Company or an associate of any of these parties; and

the proposed issued (except a benefit solely by reason of being a holder of ordinary securities); or

• an Associate of those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

• 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

• the Chair 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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.

Recommendation

The Board recommends that Shareholders vote IN FAVOUR of approving the issue of AdvisorOptions.

The Chairman intends to vote undirected proxies in favour of Resolution 5.

• will not be issued more than 1% of the issued capital of the Company;

• the maximum number of Advisor Options to be issued is 11,981,973. The terms and conditions of the Advisor Options are set out in Annexure B;

• the Advisor Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• the Advisor Options will be issued at a nil issue price, in consideration for the services being provided to the Company by Taylor Collison, Bell Potter Stockbrokers and Cerberus Advisory;

• the purpose of the issue of the Advisor Options was to satisfy the Company’s obligations under the Capital Raising Mandate;

• the Advisor Options are being issued to Taylor Collison, Bell Potter Stockbrokers and Cerberus Advisory under the Capital Raising Mandate. A summary of the material terms of the Capital Raising Mandate is set out above;

• the Advisor Options are not being issued under, or to fund, a reverse takeover; and

• a voting exclusion statement is included in the Notice.

Voting Exclusions

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution 5 set out below by or on behalf of the following persons:

• a person who is expected to participate in, or who will obtain a material benefit as a result of,

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NOTES RELATING TO VOTING

1. ENTITLEMENT TIME

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to attend and vote at the Extraordinary General Meeting (EGM) will be taken to be the entitlement of that person shown in the Register of Members at 6:30pm Adelaide time on 15 July 2024.

2. VOTING EXCLUSIONS

Please refer to the Explanatory Memorandum for voting exclusion statements.

3. VOTING ENTITLEMENT ON A POLL

On a poll, every shareholder has one vote for every fully paid ordinary share held.

4. APPOINTING A PROXY

All shareholders who are entitled to attend and vote at the meeting have the right to appoint a proxy to attend and vote for them. The proxy does not have to be a shareholder of the Company and can be an individual or a body corporate.

The following information is relevant if you wish to appoint a proxy to vote on your behalf on resolutions at the EGM.

The Chairman of the EGM acting as proxy

You may appoint the Chairman of the EGM as your proxy. In addition, the Chairman of the meeting is deemed to be appointed where a signed proxy form is returned which does not contain the name of the proxy or where the person appointed on the form is absent.

If a shareholder directs the Chairman how to vote on an item of business, the Chairman must vote in accordance with the direction.

For proxies without voting instructions that are exercisable by the Chairman, the Chairman intends to vote all available proxies in favour of all resolutions.

Directing your proxy how to vote

If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form.

If you do not mark a voting instructions box in respect of a resolution, your proxy can vote as he or she decides, subject to any voting exclusions that apply to the proxy.

Appointing two proxies

A shareholder entitled to attend and vote is entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, you must specify the percentage of votes or number of securities for each proxy otherwise each proxy may exercise half of the votes. To appoint a second proxy, you must follow the instructions on the proxy form. Where more than one proxy is appointed that specify different ways to vote on the resolution, and both attend the meeting, neither proxy is entitled to vote on a show of hands.

Completing the proxy form

A proxy form must be signed by the shareholder or his/her attorney or, in the case of a corporation, be executed in accordance with section 127 of the Corporations Act or signed by an authorised officer or attorney. If the proxy form is signed by an attorney or by the authorised officer of a corporation, the power of attorney or other authority (or a notarially certified copy) must accompany the form unless it has been provided to the Company previously. If the proxy form is sent electronically or by fax, any accompanying power of attorney or other authority must be certified.

Lodgement of proxy forms

Proxy forms must be received by the Company by 11:00am (Adelaide Time) on Monday 15 July 2024. You may lodge your proxy form:

• Online at www.investorvote.com.au

• By fax to: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

• By post to: GPO Box 242, Melbourne VIC 3001

For Intermediary Online subscribers only (Custodians) please visit www.intermediaryonline.com to submit your voting intentions.

5. APPOINTING AN ATTORNEY TO VOTE ON YOUR BEHALF

Where a shareholder appoints an attorney to act on his/her behalf at the meeting, such appointment must be made by a duly executed power of attorney. The power of attorney must be received by the Company (at Computershare) by post as set out in section 4 above, by the time referred to in section 4 above.

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6. APPOINTING A CORPORATE REPRESENTATIVE

Where a shareholder or proxy is a corporation and appoints an individual as its representative to attend and vote at the meeting, appropriate evidence of the appointment, including any authority under which the appointment is signed, must be provided, unless it has been provided to the Company (at Computershare) previously.

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Glossary

In this Notice of Extraordinary General Meeting and Explanatory Statement the following terms have the following meaning unless the context otherwise requires:

$ or A$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

ASX Listing Rules or Listing Rule means the official listing rules of ASX.

Board means the board of Directors.

Chairman or Chair means the person appointed to chair the Extraordinary General Meeting.

Company means AML3D Ltd (ACN 602 857 983).

Constitution means the Company’s constitution.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company and Directors has a corresponding meaning.

Eligible Shareholders means Shareholders:

• (a) who were registered holders of Shares on the Record Date; and

• (b) whose registered address was in Australia or New Zealand;

• (c) are not in the United States and are not “U.S. persons” (as defined under Regulation S under the US Securities Ac as amended) (US Persons) or acting for the account or benefit of US Persons; and

• (d) are eligible under all applicable securities laws to receive an offer under the SPP Offer;

Explanatory Statement means the explanatory statement to this Notice of Extraordinary General Meeting.

Notice means the notice of Extraordinary General Meeting.

Option means an option to acquire a Share, subject to conditions specified by the Board;

Prospectus has the meaning as defined in section 1 of this Explanatory Statement;

Proxy Form means the proxy form attached to the Notice of Annual General Meeting.

Relevant Share Issue has the meaning given in section 2 of this Notice;

Resolution means the resolutions set out in the Notice of Extraordinary General Meeting, or any one of them, as the context requires.

Security means a Share, Option or Performance Right as the context requires.

Share means a fully paid ordinary share in the issued capital of the Company.

Shareholder means a shareholder of the Company.

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ANNEXURE A KEY TERMS OF THE PERFORMANCE RIGHTS AND OPTIONS PLAN (PROP)

Eligibility	Employees, contractors or directors who are declared by the Board to be eligible to receive grants of Options or Performance Rights (Awards) under the PROP(Eligible Participants).
Offer	The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant to apply for Awards, upon the terms set out in the Incentive Plan and upon such additional terms and conditions as the Board determines.
Incentive Plan Limit	The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Awards offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.
Issue Price	Performance Rights will be issued for nil cash consideration. Unless the Options are quoted on the ASX, Options issued under the PROP will be issued for no more than nominal cash consideration.
Vesting Conditions	An Award may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Awards (Vesting Conditions).
Vesting	The Board may in its absolute discretion resolve to waive any of the Vesting Conditions applying to Awards due to special circumstances including: • ceasing to be an Eligible Participant due to death or total or permanent disability, severe financial hardship, or retirement or redundancy; • change of control or winding up of the Company.
Lapse of an Award	An Award will lapse upon the earlier to occur of: • an unauthorised dealing, or hedging of, the Award occurring; • a Vesting Condition in relation to the Award is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to vest the Award or to allow the unvested Awards to remain unvested after the Relevant Person ceases to be an Eligible Participant; • in respect of unvested Awards only, a Relevant Person ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Award in special circumstances or the Board resolves, in its absolute discretion, to allow the unvested Awards to remain unvested after the Relevant Person ceases to be an Eligible Participant; • in respect of vested Awards only, a Relevant Person ceases to be an Eligible Participant and the Award granted in respect of that Relevant Person is not exercised within a one (1) month period (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant; • the Board deems that an Award lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant; ▪ the Company undergoes a change of control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Award; and ▪ the expiry date of the Award.
Not transferable	Subject to the ASX Listing Rules, Awards are only transferrable in special circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death, to the Participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.
Shares	Shares resulting from the exercise of the Awards shall, subject to any Sale Restrictions from the date of issue, rank on equal terms with all other Shares on issue.
Sale Restriction	The Board may, in its discretion, determine at any time up until exercise of Awards, that a restriction period will apply to some or all of the Shares issued to a Participant on exercise of those Awards. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such Restriction Period.
Quotation of Shares	If Shares of the same class as those issued under the PROP are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those Shares to be quoted on ASX.
No Participation Rights	There are no participation rights or entitlements inherent in the Awards and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Awards without exercising the Award.
Reorganisation	If the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
Amendments	Subject to express restrictions set out in the PROP and complying with the Corporations Act, ASX Listing Rules and any other applicable law, the Board may, at any time, by resolution amend or add to all or any of the provisions of the PROP, or the terms or conditions of any Award granted under the PROP including giving any amendment retrospective effect.

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ANNEXURE B – OPTION TERMS

11,981,973 Advisor Options (in aggregate) to be issued to the Joint Lead Managers being Taylor Collison, Bell Potter Stockbrokers and Cerberus Advisory.

Entitlement	(a) Each Option entitles the Option holder to subscribe for, and be allotted, one ordinary Share in the capital of the Company. (b) Shares issued on the exercise of Options will rank equally with all existing Shares on issue, as at the exercise date, and will be subject to the provisions of the Constitution of the Company and any escrow restrictions imposed on them by the ASX.
Exercise of Option	(a) The Options are exercisable at any time from the issue date. (b) The Options expire 30 June 2026 from date of issue. (c) The exercise price per option is $0.10. (d) Each Option is exercisable by the Option holder signing and delivering a notice of exercise of Option together with the exercise price in full for each Share to be issued upon exercise of each Option to the Company’s Share Registry (Exercise Notice). Unless a holder is exercising all of their Options, Options must be exercised in parcels of not less than 1,000. (e) The Options cannot be exercised if, as a result of the exercise, the Optionholder or any of its associates would breach the provisions of Chapter 6 (and specifically section 606) of the Corporations Act. (f) Remittances must be made payable to ‘AML3D Limited’. (g) All Options will lapse on the earlier of the: i. receipt by the Company of notice from the Option holder that the Option holder has elected to surrender the Option; and ii. expiry of the final date and time for exercise of the Option. (h) In the event of liquidation of the Company, all unexercised Options will lapse.
Issue of Shares	Upon receipt of a valid Exercise Notice (accompanied by the applicable Exercise Price monies), the Company must issue the number of Shares equal to the number of Options the subject of valid Exercise Notices.
Constitution	Each Option holder who exercises Options consents to becoming a member of the Company and agrees to be bound by the Constitution of the Company upon the issue of the new Shares.
Dividends and voting	(a) The Options do not provide the Option holder any entitlement to dividends or other distributions. (b) The Options do not entitle the Option holder to receive notice of, attend or vote at, any meeting of the Company’s Shareholders.
Participation in Securities Issues	Subject to paragraph “Participation in a Reorganisation of Capital” below, the holder is not entitled to participate in new issues of securities without exercising the Options.
Participation in a Reorganisation of Capital	(a) In the event of any reconstruction or reorganisation (including consolidation, subdivision, reduction or return of the capital of the Company), the rights of an Option holder will be changed in accordance with the ASX Listing Rules applying to a restructure or reorganisation of the capital at the time of that restructure or reorganisation, provided always that the changes to the terms of the Options do not result in any benefit being conferred on the Option holder which is not conferred on Shareholders of the Company. (b) In any reorganisation as referred to in paragraph “Participation in a Reorganisation of Capital” (a), Options will be treated in the following manner: (i) in the event of a consolidation of the share capital of the Company, the number of Options will be consolidated in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio; (ii) in the event of a subdivision of the share capital of the Company, the number of Options will be subdivided in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio; (iii) in the event of a return of the share capital of the Company, the number of Options will remain the same and the exercise price will be reduced by the same amount as the amount returned in relation to each ordinary share; (iv) in the event of a reduction of the share capital of the Company by a cancellation of paid-up capital that is lost or not represented by available assets where no securities are cancelled the number of Options and the exercise price of each Option will remain unaltered; (v) in the event of a pro-rata cancellation of shares in the Company, the number of Options will be reduced in the same ratio as the ordinary share capital of the Company and the exercise price of each Option will be amended in inverse proportion to that ratio; and

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• (vi) in the event of any other reorganisation of the issued capital of the Company, the number of Options or the exercise price or both will be reorganised (as appropriate) in a manner which will not result in any benefits being conferred on the Option holder which are not conferred on shareholders.

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Need assistance?

Phone:

1300 556 161 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

AL3

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 YOUR VOTE IS IMPORTANT For your proxy appointment to be effective it must be received by 11:00am (ACST) on Monday, 15 July 2024. Proxy Form XX How to Vote on Items of Business Lodge your Proxy Form: All your securities will be voted in accordance with your directions. Online: APPOINTMENT OF PROXY Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes Lodge your vote online at opposite each item of business. If you do not mark a box your proxy may vote or abstain as www.investorvote.com.au using your they choose (to the extent permitted by law). If you mark more than one box on an item your secure access information or use your vote will be invalid on that item. mobile device to scan the personalised QR code. Voting a portion of your holding: Indicate a portion of your voting rights by inserting the Your secure access information is percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%. Control Number: 999999 SRN/HIN: I9999999999 Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of PIN: 99999 votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or For Intermediary Online number of securities for each in Step 1 overleaf. subscribers (custodians) go to www.intermediaryonline.com A proxy need not be a securityholder of the Company. SIGNING INSTRUCTIONS FOR POSTAL FORMS By Mail: 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 Computershare Investor Services Pty Limited sign. GPO Box 242 Melbourne VIC 3001 Power of Attorney: If you have not already lodged the Power of Attorney with the registry, Australia 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 By Fax: sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office 1800 783 447 within Australia or held. Delete titles as applicable. +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

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.

Samples/000001/000002/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I ND

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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. I 9999999999 I Proxy Form Please mark to indicate your directions Step 1 Appoint a Proxy to Vote on Your Behalf XX I/We being a member/s of AML3D Limited hereby appoint the Chairman PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. Do not insert your own name(s). or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of AML3D Limited to be held at Unit 4, 136 Mooringe Avenue, North Plympton, SA 5037 on Wednesday, 17 July 2024 at 11:00am (ACST) and at any adjournment or postponement of that meeting. Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 4 (except where I/we have indicated a different voting intention in step 2) even though Item 4 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 4 by marking the appropriate box in step 2. Step 2 Items of Business PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. For Against Abstain 1 Ratification of Prior Issue of Placement Shares under Listing Rule 7.1 2 Ratification of Prior Issue of Placement Shares under Listing Rule 7.1A 3 Approval to issue Director Placement Shares to Mr Peter Siebels under Listing Rule 10.11 4 Grant of Director Options to Mr Peter Siebels 5 Approval to issue Advisor Options to Joint Lead Managers The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

For Against Abstain

Step 3 Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
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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
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