AUDEARA LIMITED — AGM Information 2021

Oct 17, 2021

Notice of Annual General Meeting and Explanatory Memorandum

Audeara Limited

ACN 604 368 443

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Notice of Annual General Meeting Audeara Limited ACN 604 368 443

Notice is given that the Annual General Meeting of Audeara Limited ACN 604 368 443 (the Company ) will be held virtually via ZOOM Webinar at 11.00 on 19 November 2021 (Brisbane time). Shareholders may register to attend the webcast by following the link below:

https://us06web.zoom.us/j/85353708900?pwd=cXEvZ29mMTVaUktyU3cvUmp3dlY1dz09

Shareholders will not be able to physically attend the Annual General Meeting.

For more information regarding the virtual Annual General Meeting including access, registration and voting, please refer to the Explanatory Memorandum.

ORDINARY BUSINESS

A N N U A L F I N A N C I A L R E P O R T

To receive and consider the Company’s financial reports and the Directors’ Report and Auditors’ Report for the financial year ended 30 June 2021.

Note : No vote is required on this item of business.

R E S OL UT I ON 1 . RE M UN E RAT I ON RE PORT

To consider and, if thought fit, pass the following Advisory Resolution in accordance with section 250R(2) Corporations Act:

“That the Remuneration Report for the year ended 30 June 2021 (as set out in the Directors’ Report) is adopted.”

Note: This resolution shall be determined under section 250R(2) Corporations Act. Votes must not be cast on this resolution by Key Management Personnel and closely related parties in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.

The vote on Resolution 1 is advisory only and does not bind the Directors of the Company. The Company’s 2021 Annual Report, which contains the Remuneration Report, is available on the Company’s website www.audeara.com

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

R E S OL UT I ON 2 . ELECTION OF PASQUALE ROMBOLA AS A DIRECT OR

To consider and, if thought fit, pass the following Ordinary Resolution:

“That in accordance with Rule 14.4 of the Company’s Constitution, Pasquale Rombola, who was appointed in accordance with Rule 14.4 of the Company’s Constitution to fill a casual vacancy, being eligible, retires and offers himself for election, be elected as a Director of the Company.”

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

The Directors (with Mr Rombola abstaining) unanimously recommend that you vote in favour of this resolution.

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R E S OL UT I ON 3 . RE-E LECTION OF DAVID TRI MB OL I AS A DIR E C T OR

To consider and, if thought fit, pass the following Ordinary Resolution:

“That in accordance with Rule 14.2 of the Company’s Constitution, David Trimboli, who retires in accordance with the Company’s Constitution, and being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

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

The Directors (with Mr Trimboli abstaining) unanimously recommend that you vote in favour of this resolution.

R E S OL UT I ON 4 . APPOINTMENT OF COMPANY AUDITOR

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

“That, subject to ASIC approving the resignation of the Company’s current auditors, pursuant to section 327B of the Corporations Act and for all other purposes, Grant Thornton Audit Pty Ltd of Level 18, 145 Ann Street, Brisbane Qld 4000 having:

(a) been nominated by a member of the Company in accordance with section 328B(1) of the Corporations Act; and

(b) consented in writing to act as auditor of the Company in accordance with section 328A(1) of the Corporations Act, be appointed as auditor of the Company with effect from the conclusion of the meeting and that the Directors of the Company be authorised to fix the auditor’s remuneration.”

SPECIAL BUSINESS

R E S OL UT I ON 5 . APPROVAL TO ISSUE AN ADDITIONAL 10% OF THE ISSUED CAPITAL OF THE COMPANY OVER A 12-MONTH PERIOD PURSUANT TO LISTING RULE 7.1A

To consider and, if thought fit, pass the following Resolution, as a Special Resolution of the Company:

“ That pursuant to and in accordance with Listing Rule 7.1A, and for all other purposes, Shareholders approve the issue of equity securities of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, over a 12-month period from the date of the Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions described in the Explanatory Memorandum (the Placement Securities ). ”

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

GENERAL BUSINESS

To consider any other business as may be lawfully put forward in accordance with the Constitution of the Company.

By order of the Board

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Peter Harding-Smith Company Secretary 18 October 2021

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Voting exclusion statement

Resolution 1 - The Company will disregard votes cast by a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member, in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.

Voting Intention of the Chair

Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair and counted in favour of the Resolutions the subject of this Meeting, including Resolution 1, subject to compliance with the Corporations Act.

Notes

• (a) A member who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

• (b) Subject to the Corporations Act, including sections 250R and 250BD, a Shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

• (c) The proxy need not be a member of the Company. A member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

• (d) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form. To be effective, the proxy must be received at the share registry of the Company no later than 11:00am (Brisbane time) on Wednesday, 17 November 2021 (48 hours before the commencement of the meeting).

• (e) A corporation may elect to appoint a representative in accordance with the Corporations Act 2001 (Cth) in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting.

• (f) The Company has determined under regulation 7.11.37 Corporations Regulations 2001 (Cth) that for the purpose of voting at the meeting or adjourned meeting, Shares are taken to be held by those persons recorded in the Company’s register of shareholders as at 7.00pm (Brisbane time) on Wednesday, 17 November 2021.

• (g) If you have any queries on how to cast your votes please email the Company Secretary at CoSec@audeara.com

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Explanatory Memorandum Audeara Limited ACN 604 368 443

This Explanatory Memorandum is provided to Shareholders of Audeara Limited ACN 604 368 443 (the Company) to explain the Resolutions to be put to Shareholders at the Annual General Meeting to be held via an on-line platform on 19 November 2021 at 11:00 am (Brisbane time).

The Explanatory Memorandum has been prepared to assist Shareholders in determining how to vote on the resolutions set out in the Notice of Meeting and is intended to be read in conjunction with the Notice of Meeting.

Terms used in this Explanatory Memorandum are defined in the “Definitions” section of the Explanatory Memorandum.

Meeting details and how to register, vote and ask questions

• The Annual General Meeting of shareholders of the Company will be held virtually at 11:00am on Friday, 19 November 2021 via ZOOM Webinar.

• You may register to attend the webcast by following the link below: https://us06web.zoom.us/j/85353708900?pwd=cXEvZ29mMTVaUktyU3cvUmp3dlY1dz09

• You will be able to vote live during the Annual General Meeting by:

➢ visiting web.lumiagm.com on a smartphone, tablet or computer (using the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox); and

➢ using the unique meeting ID: 370-278-751

• Online voting registration will commence 30 minutes prior to the start of the Annual General Meeting and close 5 minutes after the last item of business. For full details on how to log on and vote online, please refer to the user guide, available online at:

www.computershare.com.au/onlinevotingguide.

• You can also lodge your proxy online, by post or by facsimile in accordance with the instructions contained in the proxy form accompanying this notice.

• The Board strongly encourages lodgement of proxy votes and submission of questions prior to the Annual General Meeting so the meeting can be held in an efficient manner.

ORDINARY BUSINESS

CONSIDER THE COMPANY’S 2021 ANNUAL REPORT

• The Corporations Act 2001 (Cth) ( Corporations Act ) requires that the report of the Directors, the auditor’s report and the financial report be laid before the Annual General Meeting.

• Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the financial statements and reports.

• Shareholders can obtain a copy of the Company’s 2021 Annual Report by sending a request to the Company Secretary, Peter Harding-Smith at CoSec@audeara.com or by downloading a copy from the Company’s website at www.audeara.com

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

• In addition to asking questions at the meeting, Shareholders may address written questions to the chairman about the management of the Company or to the Company’s auditor for FY2021, KPMG, if the question is relevant to:

(a) the content of the auditor’s report; or

• (b) the conduct of its audit of the annual financial report to be considered at the meeting.

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

• Written questions for the auditor must be delivered by 5.00pm on Friday, 12 November 2021. Please send any written questions for KPMG to:

The Company Secretary

Level 1, North Tower Terrace Office Park, 527 Gregory Terrace, BOWEN HILLS, QLD 4006 or via email to: CoSec@audeara.com

RESOLUTION 1. REMUNERATION REPORT

The Remuneration Report is contained in the Financial Report. A copy is available on the Company’s website.

The Corporations Act requires that the Remuneration Report be put to a vote of Shareholders.

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

The Remuneration Report:

(a) reports and explains the remuneration arrangements in place for non-executive Directors, executive Directors and senior management; and

(b) explains Board policies in relation to the nature and value of remuneration paid to non-executive Directors, executives and senior managers within the Company.

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

Directors’ Recommendation

As the resolution relates to matters including the remuneration of the Directors, the Board, as a matter of good corporate governance and in accordance with the spirit of section 250R(4) Corporations Act, the Board makes no recommendation regarding this resolution.

A Voting Exclusion Statement is set out in the Notice of Meeting for this Resolution.

RESOLUTION 2. ELECTION OF PASQUALE ROMBOLA AS A DIRECTOR

In accordance with Rule 14.4 of the Constitution, Mr Rombola was appointed as a Non-Executive by the Board on 31 March 2021 to fill a casual vacancy. In accordance with Rule 14.4 of the Constitution, a director appointed to fill a casual vacancy shall only hold office until the next following annual general meeting of the Company. Accordingly, Mr Rombola now offers himself or election in accordance with Rule 14.4 of the Constitution.

Mr Rombola has extensive experience in the investment banking industry in Australia, United Kingdom and Asia specialising in Asian and Australian equities at both Morgan Stanley and Deutsche Bank. He held a variety of roles with Morgan Stanley, including Head of the ASEAN Equity and Global Head of the Asia Equity Sales.

Pasquale was Chairman and Director of ASX-listed Helix Resources Ltd from 2013 to 2016 and is currently Chairman of Advantage Agriculture Pty Ltd and Microba Life Sciences Limited.

Mr Rombola currently holds no other public company directorships.

Directors’ Recommendation

The Directors (with Mr Rombola abstaining) recommend that you vote in favour of this Ordinary Resolution.

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RESOLUTION 3. RE-ELECTION OF DAVID TRIMBOLI AS A DIRECTOR

Mr Trimboli was originally appointed as a Director of the Company on 27 August 2015 and is currently the Non-Executive Chairman. In accordance with Article 14.2 of the Company’s Constitution, Mr Trimboli will retire at the Annual General Meeting, and in accordance with Article 14.2 of the Company’s Constitution, will stand for re-election.

Mr Trimboli has extensive experience as an executive and company director across many industries. He was a seed investor in Audeara in 2015, helping launch the Company. His experience includes 10 years with the international commodity trading and asset management company, Glencore International AG, as a senior coal trader based in Zug, Switzerland.

During the past three years Mr Trimboli has also served as a director for Quantum Graphite Limited.

Directors’ Recommendation

The Directors (with Mr Trimboli abstaining) recommend that you vote in favour of this Ordinary Resolution.

RESOLUTION 4. APPOINTMENT OF AUDITOR

Earlier this year Audeara completed a process for the provision of audit services to the Company.

On completion of that process, the Company proposes to appoint Grant Thornton Audit Pty Ltd as its auditor. As at the date of this Notice of Meeting, KPMG (in accordance with section 329(5) of the Corporations Act) has given notice of its resignation as the Company’s auditors to ASIC but are yet to receive consent from ASIC to do so. Subject to such consent being provided by ASIC, Grant Thornton Audit Pty Ltd was appointed by the Board in accordance with section 327C of the Corporations Act, on 13 October 2021 to act as auditor of the Company.

A notice in writing has been received by the Company from a shareholder delivered in accordance with section 328B(1) of the Corporations Act, nominating Grant Thornton Audit Pty Ltd as auditor. A copy of this notice is included in schedule 1 to this Notice of Meeting.

The purpose of this resolution is to seek shareholder approval for the ongoing appointment of Grant Thornton Audit Pty Ltd as auditors of the Company. The appointment of Grant Thornton Audit Pty Ltd, subject to KPMG receiving ASIC approval to resign, will be by vote of shareholders as an ordinary resolution. Grant Thornton Audit Pty Ltd has provided to the Company, and has not withdrawn, its written consent to act as auditor of the Company, in accordance with section 328A (1) of the Corporations Act.

Directors’ Recommendation

The Directors recommend that you vote in favour of the resolution.

RESOLUTION 5. APPROVAL TO ISSUE AN ADDITIONAL 10% OF THE ISSUED CAPITAL OF THE COMPANY OVER A 12-MONTH PERIOD PURSUANT TO LISTING RULE 7.1A

Introduction

The Company is seeking Shareholder approval to issue an additional 10% of its issued capital over a 12-month period pursuant to Listing Rule 7.1A. If passed, this Resolution will allow the Company to allot and issue up to the number of new Equity Securities calculated in accordance with Listing Rule 7.1A.2 (the Placement Securities ) each at an issue price of at least 75% of the VWAP for the Company’s equity securities in that class (calculated over the last 15 days on which trades in that class of Equity Securities are recorded immediately before:

• (a) the date on which the price at which the Placement Securities are to be issued is agreed, or

• (b) if the Placement Securities are not issued within ten trading days of that date, specified in paragraph (a) the date on which the Placement Securities are issued),

(the Issue Price ).

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This approval is sought pursuant to Listing Rule 7.1A, under which small and mid-cap listed entities that meet the eligibility threshold and have obtained the approval of their ordinary shareholders by Special Resolution at their annual general meeting, are permitted to issue an additional 10% of issued capital over a 12-month period from the date of the annual general meeting (Additional 10% Placement) . The Additional 10% Placement under Listing Rule 7.1A is in addition to the ability of the Company to issue 15% of its issued capital without Shareholder approval over a 12-month period pursuant to Listing Rule 7.1. The Company may issue the Placement Securities for cash consideration to raise funds for the Company (further details of which are set out below).

Funds raised from the issue of Placement Securities, if undertaken, would be applied towards working capital requirements to support the Company’s growth strategies and general working capital.

Listing Rule 7.1A

Eligibility

An entity is eligible to undertake an Additional 10% Placement if at the time of its Annual General Meeting it has a market capitalisation of $300 million or less and it is not included in the S&P/ASX300 Index ( Eligible Entity ).

For illustrative purposes only, on 20 September 2021, the Company’s market capitalisation was approximately $13.12 million based on the closing market price of the Shares on that date. The calculation of market capitalisation will be based on the closing market price of the Shares, on the last trading day on which trades in the Shares were recorded before the date of the Annual General Meeting, multiplied by the number of Shares on issue (excluding restricted securities and securities quoted on a deferred settlement basis).

The Company is also not included in the S&P/ASX300 Index as at the time of this Annual General Meeting, however, it should be noted that the S&P/ASX300 Index is rebalanced twice a year in March and September.

The Company is therefore an Eligible Entity and able to undertake an Additional 10% Placement under Listing Rule 7.1A.

In the event that the Company for any reason ceases to be an Eligible Entity after the Company has already obtained Shareholder approval pursuant to this Resolution, the approval obtained will not lapse and the Company will still be entitled to issue the Placement Securities during the 12-month period following this AGM.

Shareholder Approval by Special Resolution

Listing Rule 7.1A requires this Resolution to be passed as a Special Resolution, which means that it must be passed by at least 75% of the votes cast by members entitled to vote on the Resolution. Pursuant to Listing Rule 7.1A, no Placement Securities will be issued until and unless this Special Resolution is passed at the Meeting.

If this Special Resolution is not passed, the Company will not be able to access the additional 10% placement capacity sought, and will be limited to the standard 15% capacity pursuant to Listing Rule 7.1 as described elsewhere in this Notice of Meeting.

Formula for Calculating 10% Placement Facility

Listing Rule 7.1A2 provides that eligible entities which have obtained shareholder approval at an AGM may issue or agree to issue, during the 12-month period after the date of the AGM, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

• A is the number of shares on issue 12 months before the date of issue or agreement:

plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2 (other than exception 9, 16 or 17);

plus the number of fully paid shares issued in the 12 months on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

• the convertible securities were issued or agreed to be issued before the commencement of the 12 months; or

• the issue of, or agreement or issue, the convertible securities was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4;

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plus the number of partly paid shares issued in the 12 months under an agreement to issue securities within Listing Rule 7.2 exception 16 where:

• the agreement was entered into before the commencement of the 12 months; or

• the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or 7.4;

plus the number of partly paid shares that became fully paid in the 12 months; and

plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;

less the number of fully paid shares cancelled in the 12 months.

Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

• D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.4.

Listing Rules 7.1 and 7.1A

Information to be given to ASX – Listing Rule 7.1A.4

If Resolution 5 is passed and the Company issues any Placement Securities under Listing Rule 7.1A, the Company will give to ASX:

• 1) a list of allottees of the Placement Securities and the number of the Placement Securities allotted to each place (this list will not be released to the market); and

• 2) details of the proposed issue of equity securities in the form of, or accompanied by, and Appendix 3B (and will state in such announcement that the securities are being issued under Listing Rule 7.1A).

Specific Information to be given to ASX – Listing Rule 7.3A

Listing Rule 7.3A sets out the requirements for notices of meeting at which shareholder approval is sought for the additional capacity to issue equity securities under Listing Rule 7.1A. For the purposes of Listing Rule 7.1A the Company advises as follows:

1. Period of time for which approval granted under Listing Rule 7.1A will be valid – Listing Rule 7.3A.1

If this Special Resolution is passed, Shareholder approval of the Additional 10% Placement under Listing Rule 7.1A is valid from the date of the Meeting until the earlier to occur of:

• 1) the date that is 12 months after the date of the Meeting;

• 2) the time and date of the Company’s next annual general meeting; or

• 3) the date of the approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

2. Minimum Issue Price of securities issued under Listing Rule 7.1A – Listing Rule 7.3A.2

Pursuant to and in accordance with Listing Rule 7.1A.3, the Placement Securities issued pursuant to approval under Listing Rule 7.1A must have an issue price of not less than 75% of the VWAP for the equity securities over the 15 trading days immediately before:

• 1) the date on which the price at which the Placement Securities are to be issued is agreed; or

• 2) if the Placement Securities are not issued within 10 trading days of the date in paragraph (1) above, the date on which the Placement Securities are issued.

The Company will disclose to the ASX the issue price on the date of issue of the Placement Securities.

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3. Purpose – Listing Rule 7.3A.3

As noted above, the purpose for which the Placement Securities may be issued is to raise funds to be applied towards supporting the Company’s growth strategies in Australia and US, and general working capital.

4. Risk of Economic and Voting Dilution – Listing Rule 7.3A .4

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% capacity under Listing Rule 7.1, but must be used for quoted securities only.

At the date of this Notice of Meeting, the Company has on issue 105,000,000 Shares. Using that number for illustrative purposes, the Company would have the capacity to issue the below Equity Securities immediately following the Meeting:

• 1) 15,750,000 Equity Securities under Listing Rule 7.1; and

• 2) subject to Shareholder approval being obtained for this Special Resolution, a further 10,500,000 Placement Securities under Listing Rule 7.1A.

The actual number of Placement Securities that the Company will have the capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Placement Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (as described above).

Any issue of the Placement Securities will have a dilutive effect on existing Shareholders.

There is a specific risk that:

• 1) the market price for the Company’s equity securities may be significantly lower on the date of the issue of any Placement Securities than it is on the date of the Meeting; and

• 2) the Placement Securities may be issued at a price that is at a discount to the market price for the Company’s equity securities on the issue date,

which may have an effect on the amount of funds raised by the issue or the value of the Placement Securities.

As required by Listing Rule 7.3A.4, Table 4 below shows the potential economic and voting dilution effect, in circumstances where the issued share capital has doubled and the Market Price of the Shares has halved. Table 1 also shows additional scenarios in which the issued share capital has increased (by both 50% and 100%) and the Market Price of the Shares has:

• decreased by 50%; and

• increased by 100%.

Table 1

	50% decrease in Market Price	50% decrease in Market Price	Current Market Price	Current Market Price	100% increase in Market Price	100% increase in Market Price
Issued Share Capital	$0.06		$0.125		$0.25
	10% Voting Dilution	Capital Raised	10% Voting Dilution	Capital Raised	10% Voting Dilution	Capital Raised
Present Issued Share Capital = 105,000,000 Shares	10,500,000	$630,000	10,500,000	$1,312,500	10,500,000	$2,625,000
50% Increase in Share Capital = 157,500,000 Shares	15,750,000	$945,000	15,750,000	$1,968,750	15,750,000	$3,937,500
100% Increase in Share Capital = 210,000,000 Shares	21,000,000	$1,260,000	21,000,000	$2,625,000	21,000,000	$5,250,000

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Assumptions and Explanations

• The Market Price is $0.125, based on the closing price of the Shares on ASX on 20 September 2021.

• The above table only shows the dilutionary effect based on the issue of the Placement Securities (assuming only Shares are issued), and not any Shares issued under the 15% capacity under Listing Rule 7.1.

• The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. It shows the number of shares that the Company’s share capital will increase by.

• The Company issues the maximum number of Placement Securities.

• The issued Share capital has been calculated in accordance with the formula in Listing Rule 7.1A(2) as at 20 September 2021.

• The issue price of the Placement Securities used in the table is the same as the Market Price and does not take into account the discount to the Market Price (if any).

• Variable A is the issued capital of the Company.

• The table above does not show the potential dilutionary effect to a particular shareholder.

5. Company’s Allocation Policy – Listing Rule 7.3A.5

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue of the Placement Securities. The identity of the allottees of Placement Securities will be determined on a case-by-case basis having regard to a number of factors including but not limited to the following:

• 1) the methods of raising funds that are available to the Company including, but not limited to, rights issue or other issue in which existing shareholders can participate;

• 2) the effect of the issue of the Placement Securities on the control of the Company;

• 3) the financial situation and solvency of the Company; and

• 4) advice from corporate, financial and broking advisers (if applicable).

The allottees of the Placement Securities have not been determined as at the date of this Notice but may include existing substantial Shareholders and new Shareholders who are not related parties or associates of a related party of the Company.

6. Details of all equity securities issued where shareholder approval under listing rule 7.1A obtained last year

The Company was admitted to the ASX on the 18 May 2021, and therefore has not previously obtained Shareholders approval pursuant to Listing Rule 7.1A.

7. Proposed use of Listing Rule 7.1A at time of Notice of Meeting

The Company currently has no specific use identified for the 10% placement capacity sought pursuant to Listing Rule 7.1A. Accordingly, no Voting Exclusion statement has been included pursuant to Listing Rule 7.3A.7.

Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of this Special Resolution.

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DEFINITIONS

Terms used in this Explanatory Memorandum shall have the meanings ascribed to them in the Listing Rules or the Corporations Act as appropriate, unless otherwise defined below or in the body that is Explanatory Memorandum. The following terms shall have the meanings ascribed to them below:

Additional 10% Placement means the additional 10% of issued capital over a 12-month period from the date of the Annual General Meeting under Listing Rule 7.1A.

Advisory Resolution has the same meaning as when used in Section 250R of the Corporations Act.

Annual General Meeting or Meeting means this meeting.

ASIC means the Australian Securities and Investments Commission.

Board means the board of Directors of the Company.

Closely Related Party (as defined in the Corporations Act) of a member of the Key Management Personnel for an entity means:

• (a) a spouse or child of the member; or

• (b) a child of the member’s spouse; or

• (c) a dependant of the member or the member’s spouse; or

• (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 dealings with the entity; or

• (e) a company the member controls; or

• (f) a person prescribed by the regulations made pursuant to the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Company means Audeara Limited ACN 604 368 443.

Directors means the directors of the Company.

Explanatory Memorandum means this explanatory memorandum accompanying the Notice of Meeting.

Issue Price the price per security at which the Placement Securities may be issued.

Key Management Personnel or KMP has the definition given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly and indirectly, including any Director (whether executive or otherwise) of that entity.

Listing Rules means the official listing rules of ASX.

Meeting or Annual General Meeting means the annual general meeting of the Company to be held on 19 November 2021.

Notice of Meeting or Notice means this Notice of Meeting convening the Meeting and the Explanatory Memorandum.

Ordinary Resolution means a resolution passed by more than 50% of the votes cast at a general meeting of Shareholders. Options means an option to subscribe for Shares granted by the Company.

Placement Securities means the new equity securities for the purposes of Listing Rule 7.1A.

Resolution means a resolution to be proposed at the Meeting.

Shareholder means a holder of Shares in the Company.

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

Special Resolution means a resolution:

• (a) of which notice has been given as set out in Section 249L(1)(c) of the Corporations Act; and

• (b) that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.

VWAP means volume weighted average market price.

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Schedule 1

Audeara Limited

Notice of Annual General Meeting dated 19 November 2021

Audeara Investments Pty Ltd Level 5, 160 St Georges Terrace, PERTH WA 6000

13 October 2021

The Company Secretary Level 1, North Tower Terrace Office Park, 527 Gregory Terrace, BOWEN HILLS, QLD 4006

Appointment of New Auditor

I, David Trimboli, being the duly authorised officer and representative of Audeara Investments Pty Ltd a shareholder of Audeara Limited (‘the Company’), hereby give written notice pursuant to Section 328B(1) of the Corporations Act 2001 of the nomination of Grant Thornton for appointment as auditor of the Company at the next Annual General Meeting of the Company.

Sincerely,

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Audeara Investments Pty Ltd ACN 607 895 321

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NOTES

Entitlement to Vote

The Board has determined, in accordance with the Corporations Regulations 2001 that for the purposes of determining those Shareholders entitled to attend and vote at the Annual General Meeting of the Company, shall be those persons recorded in the register of Shareholders as at 7:00 pm (Brisbane time) on 17 November 2021. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

All Resolutions to be put to the Meeting will be determined by poll.

How to Vote

Refer attached Online Voting Guide.

Voting by Proxy

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to vote on their behalf. Where a member is entitled to cast two or more votes, they may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. A proxy need not be a member of the Company.

Members who are a body corporate are able to appoint representatives to attend and vote at the meeting under Section 250D of the Corporations Act 2001 (Cth).

If a representative of the Company is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry.

14 | P a g e

ONLINE VOTING GUIDE

GETTING STARTED

To submit your vote online you will need to visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

TO LOG IN, YOU MUST HAVE THE FOLLOWING INFORMATION:

Meeting ID

Meeting ID as provided in the Notice of Meeting.

Australian Residents

Overseas Residents

Username (SRN or HIN) and

Username (SRN or HIN) and

Password > Password (postcode of your (three-character registered address). country code) e.g. New Zealand - NZL; United Kingdom - GBR; United States of America - USA; Canada - CAN.

Appointed Proxies

To receive your unique username and password, please contact Computershare Investor Services on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

A full list of country codes is provided at the end of this guide.

VOTING AT THE MEETING

1 To participate in voting during the meeting, you will be required to enter the unique 9-digit Meeting ID as provided in the Notice of Meeting.

2

To proceed into the meeting, you will need to read and accept the Terms and Conditions.

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Enter Meeting ID
JOIN MEETING
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

Terms and Conditions

Prior to registering for the meeting, it is important that you read and accept the Terms & Conditions. To access the Terms & Conditions please click on the following link:

Terms and Conditions

I agree to all of the above terms and conditions DECLINE ACCEPT

1

3

Select the relevant log in option to represent yourself in the meeting.

To register as a securityholder, OR To register as a proxyholder, select ‘Securityholder or Proxy’ select ‘Securityholder or and enter your SRN or HIN and Proxy’ and you will need your Postcode or Country Code. username and password as provided by Computershare.  In the ‘SRN or HIN’ field enter your username and in the Securityholder or Proxy ‘Postcode or Country Code’ field enter your password.

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
your username and in the
Securityholder or Proxy ‘Postcode or Country Code’
field enter your password.

CANCEL CONTINUE
Securityholder or Proxy

SRN or HIN CANCEL CONTINUE
Postcode or Country Code
LOG IN 
Having trouble logging in...?
SRN or HIN
Postcode or Country Code
LOG IN
Having trouble logging in...?
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4 Once logged in, you will see the home page, which displays the meeting title and name of the registered securityholder or nominated proxy.

123-456-789

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HOME [VOTING]
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Computershare Limited Annual General Meeting

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Mr Sam Sample
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Welcome Securityholders and Guests

To View the Webcast To view/listen to proceedings please select the ‘Broadcast’ bar. This will display the webcast, please press play to start and ensure that your device isn’t muted.

Asking Questions Shareholders and proxies have the ability to ask questions. Select the MESSAGING icon to open the message module. Type your question in to the box then press the send arrow.

5 When the Chair declares the poll open:

• A voting icon will appear on screen and the meeting resolutions will be displayed

• To vote, select one of the voting options. Your response will be highlighted

• To change your vote, simply select a different option to override

The number of items you have voted on or are yet to vote on, is displayed at the top of the screen. Votes may be changed up to the time the Chair closes the poll.

123-456-789

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HOME [VOTING]
[Poll Open]
You have voted on 2 of 2 items
Resolution 1
Adoption of Remuneration Report
For - Vote received
For Against Abstain
CANCEL
Resolution 2
Elect Mr Sam Smith as a director
Against - Vote received
For Against Abstain
CANCEL
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Icon descriptions

Home page icon, displays meeting information.

Voting icon, used to vote. Only visible when the Chair opens the poll.

FOR ASSISTANCE

If you require assistance before or during the meeting please call +61 3 9415 4024

2

COUNTRY CODES

Select your country code from the list below and enter it into the password field.

ABW	ARUBA	ECU	ECUADOR	LIE	LIECHTENSTEIN	SEN	SENEGAL
AFG	AFGHANISTAN	EGY	EGYPT	LKA	SRI LANKA	SGP	SINGAPORE
AGO	ANGOLA	ERI	ERITREA	LSO	LESOTHO	SGS	STH GEORGIA &
AIA	ANGUILLA	ESH	WESTERN SAHARA	LTU	LITHUANIA		STH SANDWICH ISL
ALA	ALAND ISLANDS	ESP	SPAIN	LUX	LUXEMBOURG	SHN	ST HELENA
ALB	ALBANIA	EST	ESTONIA	LVA	LATVIA	SJM	SVALBARD & JAN MAYEN
AND	ANDORRA	ETH	ETHIOPIA	MAC	MACAO	SLB	SOLOMON ISLANDS
ANT	NETHERLANDS ANTILLES	FIN	FINLAND	MAF	ST MARTIN	SLE	SIERRA LEONE
ARE	UNITED ARAB EMIRATES	FJI	FIJI	MAR	MOROCCO	SLV	EL SALVADOR
ARG	ARGENTINA	FLK	FALKLAND ISLANDS	MCO	MONACO	SMR	SAN MARINO
ARM	ARMENIA		(MALVINAS)	MDA	MOLDOVA REPUBLIC OF	SOM	SOMALIA
ASM	AMERICAN SAMOA	FRA	FRANCE	MDG	MADAGASCAR	SPM	ST PIERRE AND MIQUELON
ATA	ANTARCTICA	FRO	FAROE ISLANDS	MDV	MALDIVES	SRB	SERBIA
ATF	FRENCH SOUTHERN	FSM	MICRONESIA	MEX	MEXICO	STP	SAO TOME AND PRINCIPE
	TERRITORIES	GAB	GABON	MHL	MARSHALL ISLANDS	SUR	SURINAME
ATG	ANTIGUA AND BARBUDA	GBR	UNITED KINGDOM	MKD	MACEDONIA FORMER	SVK	SLOVAKIA
AUS	AUSTRALIA	GEO	GEORGIA		YUGOSLAV REP	SVN	SLOVENIA
AUT	AUSTRIA	GGY	GUERNSEY	MLI	MALI	SWE	SWEDEN
AZE	AZERBAIJAN	GHA	GHANA	MLT	MALTA	SWZ	SWAZILAND
BDI	BURUNDI	GIB	GIBRALTAR	MMR	MYANMAR	SYC	SEYCHELLES
BEL	BELGIUM	GIN	GUINEA	MNE	MONTENEGRO	SYR	SYRIAN ARAB REPUBLIC
BEN	BENIN	GLP	GUADELOUPE	MNG	MONGOLIA	TCA	TURKS AND
BFA	BURKINA FASO	GMB	GAMBIA	MNP	NORTHERN MARIANA		CAICOS ISLANDS
BGD	BANGLADESH	GNB	GUINEA-BISSAU		ISLANDS	TCD	CHAD
BGR	BULGARIA	GNQ	EQUATORIAL GUINEA	MOZ	MOZAMBIQUE	TGO	TOGO
BHR	BAHRAIN	GRC	GREECE	MRT	MAURITANIA	THA	THAILAND
BHS	BAHAMAS	GRD	GRENADA	MSR	MONTSERRAT	TJK	TAJIKISTAN
BIH	BOSNIA & HERZEGOVINA	GRL	GREENLAND	MTQ	MARTINIQUE	TKL	TOKELAU
BLM	ST BARTHELEMY	GTM	GUATEMALA	MUS	MAURITIUS	TKM	TURKMENISTAN
BLR	BELARUS	GUF	FRENCH GUIANA	MWI	MALAWI	TLS	EAST TIMOR DEMOCRATIC
BLZ	BELIZE	GUM	GUAM	MYS	MALAYSIA		REP OF
BMU	BERMUDA	GUY	GUYANA	MYT	MAYOTTE	TMP	EAST TIMOR
BOL	BOLIVIA	HKG	HONG KONG	NAM	NAMIBIA	TON	TONGA
BRA	BRAZIL	HMD	HEARD AND	NCL	NEW CALEDONIA	TTO	TRINIDAD & TOBAGO
BRB	BARBADOS		MCDONALD ISLANDS	NER	NIGER	TUN	TUNISIA
BRN	BRUNEI DARUSSALAM	HND	HONDURAS	NFK	NORFOLK ISLAND	TUR	TURKEY
BTN	BHUTAN	HRV	CROATIA	NGA	NIGERIA	TUV	TUVALU
BUR	BURMA	HTI	HAITI	NIC	NICARAGUA	TWN	TAIWAN
BVT	BOUVET ISLAND	HUN	HUNGARY	NIU	NIUE	TZA	TANZANIA UNITED
BWA	BOTSWANA	IDN	INDONESIA	NLD	NETHERLANDS		REPUBLIC OF
CAF	CENTRAL AFRICAN	IMN	ISLE OF MAN	NOR	NORWAY	UGA	UGANDA
	REPUBLIC	IND	INDIA	NPL	NEPAL	UKR	UKRAINE
CAN	CANADA	IOT	BRITISH INDIAN OCEAN	NRU	NAURU	UMI	UNITED STATES MINOR
CCK	COCOS (KEELING) ISLANDS		TERRITORY	NZL	NEW ZEALAND		OUTLYING
CHE	SWITZERLAND	IRL	IRELAND	OMN	OMAN	URY	URUGUAY
CHL	CHILE	IRN	IRAN ISLAMIC	PAK	PAKISTAN	USA	UNITED STATES OF
CHN	CHINA		REPUBLIC OF	PAN	PANAMA		AMERICA
CIV	COTE D’IVOIRE	IRQ	IRAQ	PCN	PITCAIRN ISLANDS	UZB	UZBEKISTAN
CMR COD COG COK COL COM	CAMEROON CONGO DEMOCRATIC REPUBLIC OF CONGO PEOPLES REPUBLIC OF COOK ISLANDS COLOMBIA COMOROS	ISL ISM ISR ITA JAM JEY JOR JPN	ICELAND BRITISH ISLES ISRAEL ITALY JAMAICA JERSEY JORDAN JAPAN	PER PHL PLW PNG POL PRI PRK	PERU PHILIPPINES PALAU PAPUA NEW GUINEA POLAND PUERTO RICO KOREA DEM PEOPLES REPUBLIC OF	VAT VCT VEN VGB VIR VNM	HOLY SEE (VATICAN CITY STATE) ST VINCENT & THE GRENADINES VENEZUELA BRITISH VIRGIN ISLANDS US VIRGIN ISLANDS VIETNAM
CPV	CAPE VERDE	KAZ	KAZAKHSTAN	PRT	PORTUGAL	VUT	VANUATU
CRI	COSTA RICA	KEN	KENYA	PRY	PARAGUAY	WLF	WALLIS AND FUTUNA
CUB	CUBA	KGZ	KYRGYZSTAN	PSE	PALESTINIAN TERRITORY	WSM	SAMOA
CXR	CHRISTMAS ISLAND	KHM	CAMBODIA		OCCUPIED	YEM	YEMEN
CYM	CAYMAN ISLANDS	KIR	KIRIBATI	PYF	FRENCH POLYNESIA	YMD	YEMEN DEMOCRATIC
CYP CZE DEU DJI DMA DNK	CYPRUS CZECH REPUBLIC GERMANY DJIBOUTI DOMINICA DENMARK	KNA KOR KWT LAO LBN LBR	ST KITTS AND NEVIS KOREA REPUBLIC OF KUWAIT LAO PDR LEBANON LIBERIA	QAT REU ROU RUS RWA SAU	QATAR REUNION ROMANIA RUSSIAN FEDERATION RWANDA SAUDI ARABIA KINGDOM OF	YUG ZAF ZAR ZMB ZWE	YUGOSLAVIA SOCIALIST FED REP SOUTH AFRICA ZAIRE ZAMBIA ZIMBABWE
DOM	DOMINICAN REPUBLIC	LBY	LIBYAN ARAB JAMAHIRIYA	SCG	SERBIA AND MONTENEGRO
DZA	ALGERIA	LCA	ST LUCIA	SDN	SUDAN

3

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Need assistance?

Phone:

1300 552 270 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (Brisbane Time) on Wednesday, 17 November 2021.

Proxy Form

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 opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the 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%.

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 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 number of securities for each in Step 1 overleaf.

Lodge your vote online at

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

Your secure access information is

Control Number: 185480

SRN/HIN:

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

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

By Fax:

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

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 under the help tab, "Printable Forms".

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

281198_0_COSMOS_Sample_Proxy/000001/000001/i

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.

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Audeara Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the 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 Annual General Meeting of Audeara Limited to be held vitually via Zoom Webinar at https://us06web.zoom.us/j/85353708900?pwd=cXEvZ29mMTVaUktyU3cvUmp3dlY1dz09 with online voting at web.lumiagm.com/370278751 on Friday, 19 November 2021 at 11:00am (Brisbane Time) 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 1 (except where I/we have indicated a different voting intention in step 2) even though Item 1 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 1 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

Resolution	1	Remuneration Report
Resolution	2	Election of Pasquale Rombola as a Director
Resolution	3	Re-election of David Trimboli as a Director
Resolution	4	Appointment of Company Auditor
Resolution	5	Approval to issue an additional 10% of the Issued Capital of the Company over a 12-month period pursuant to Listing Rule 7.1A

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.

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

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director & Sole Company Secretary Director Director/Company Secretary Update your communication details By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically Mobile Number Email Address (Optional) Date / /	/ /

AUA