AUDEARA LIMITED — AGM Information 2023

Oct 25, 2023

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

26 October 2023

Dear Shareholder

Upcoming Annual General Meeting of Shareholders

The Company’s Annual General Meeting is scheduled to be held on Monday, 27 November 2023 at 11.00am (Brisbane Time) ( Meeting ) at the offices of Grant Thornton, King George Central, Level 18, 145 Ann Street, Brisbane QLD.

The Company strongly encourages Shareholders to lodge a directed proxy form by Saturday, 25 November 2023 at 11.00am (Brisbane Time). Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the Meeting, for example by preparing answers in advance to Shareholders’ questions. However, votes and questions may also be submitted during the Meeting. Further details of how to participate in the Meeting are set out in the Notice of Meeting.

The Notice of Meeting can be viewed and downloaded from https://audeara.com/pages/investors within “Recent ASX Announcements”.

The Annual Report can be viewed and downloaded from https://audeara.com/pages/investors-presentations.

Shareholders who have nominated an email address and elected to receive electronic communications from the Company, will receive an email to their nominated email address with a link to an electronic copy of the important Meeting documents.

In accordance with sections 110C-110K the Corporations Act, as amended by the Corporations Amendment (Meetings and Documents) Act 2022 (Cth), no hard copy of the Notice of Annual General Meeting and Explanatory Memorandum will be circulated, unless a shareholder has requested a hard copy.

If you are unable to access any of the important Meeting documents online or if you wish to receive a hard copy of the Meeting documents please contact our share registry, Computershare Investor Services Pty Ltd on 1300 552 270 (within Australia) or +61 3 9415 4000 (Overseas). Your request must be made by Monday, 20 November 2023.

In order to receive electronic communications or to elect to receive a physical copy of documents (including the Notice of Meeting) from the Company in the future, please update your Shareholder details with our share registry. You can update your details and preferences online through www.computershare.com.au/easyupdate/ aua. Alternately, you can contact Computershare Investor Services Pty Ltd by telephone on 1300 552 270 (within Australia) or +61 3 9415 4000 (Overseas).

Yours sincerely,

Stephen Buckley

Company Secretary

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AUDEARA LIMITED ACN 604 368 443

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 11.00am (Brisbane Time) DATE : 27 November 2023 PLACE : The offices of Grant Thornton King George Central Level 18 145 Ann Street Brisbane QLD 4000

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 11.00am (Brisbane Time) on Saturday, 25 November 2023.

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of the Shareholders of Audeara Limited (the Company ) will be at the offices of Grant Thornton, King George Central, Level 18, 145 Ann Street, Brisbane Queensland on Monday, 27 November 2023 commencing at 11.00am (Brisbane Time) (the Meeting ).

Shareholders are strongly encouraged to cast their vote by proxy prior to the Meeting in accordance with the instructions set out on page 5 of this Notice to ensure their votes are counted.

The Explanatory Memorandum that accompanies this Notice provides additional information on the matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice.

Should circumstances further change between the date of this Notice of Meeting and the proposed time of the Meeting, the Directors will further update Shareholders with the proposed next steps.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the directors, the Directors’ Report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding ordinary resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2023.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

A voting prohibition statement applies to this Resolution. Please see below.

3. RESOLUTION 2 – RE-ELECTION OF DR ELAINE SAUNDERS AS A DIRECTOR

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

“That, Elaine Saunders, being a Director of the Company, who retires in accordance with clause 15.2 of the Company’s Constitution, and being eligible, offers herself for reelection, be re-elected as a Director of the Company in accordance with ASX Listing Rule 14.5 and clause 15.2 of the Company’s Constitution.”

4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

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5. RESOLUTION 4 – APPROVAL OF EMPLOYEE INCENTIVE PLAN

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

“That for the purposes of ASX Listing Rule 7.2 exception 13(b), and for all other purposes, approval is given for the establishment of an employee securities incentive plan, to be called the “Audeara Limited Employee Securities Incentive Plan” ( Plan ), and the issue of up to 7,000,000 Securities under the Plan as set out in the Explanatory Statement.”

A voting prohibition statement and a voting exclusion statement apply to this Resolution. Please see below.

6. RESOLUTION 5 – SHARE ISSUE TO DAVID TRIMBOLI IN LIEU OF PAYMENT OF DIRECTOR’S FEES

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, the Company be permitted and authorised to issue 947,498 Shares at a deemed issue price of $0.043, per Share in the Company to Mr David Trimboli (a Non-Executive Director of the Company), or his nominee, in lieu of cash Directors fees, on the terms and conditions set out in the Explanatory Statement.”

A voting prohibition statement and a voting exclusion statement apply to this Resolution. Please see below.

7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES TO EMPLOYEES

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 7.4 and for all other purposes, Shareholders ratify the issue of 360,227 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below .

Dated: 26 October 2023

By order of the Board

Stephen Buckley, Company Secretary

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Voting Prohibition Statement

Resolution 1 – Adoption of Remuneration Report	A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or b) the voter is the Chair and the appointment of the Chair as proxy: i. does not specify the way the proxy is to vote on this Resolution; and ii. expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Resolution 4 - Approval of Employee Incentive Plan	A person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: a) the Proxy is either: i. a member of the Key Management Personnel; or ii. a Closely Related Party of such a member; and b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: a) the proxy is the Chair; and b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 5 – Shares to be issued to David Trimboli in lieu of payment of Director’s Fees	A person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: a) the Proxy is either: i. a member of the Key Management Personnel; or ii. a Closely Related Party of such a member; and b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: a) the proxy is the Chair; and b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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Voting Exclusion Statements

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

Resolution 4 - Approval of Employee Incentive Plan	A person who is eligible to participate in the Employee Incentive Plan or an Associate of that person.
Resolution 5 – Shares to be issued to David Trimboli in lieu of payment of Director’s Fees	David Trimboli, or any person(s) who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), or an Associate of that person (or those persons).
Resolution 6 – Ratification of prior issue of Shares to Employees	A person who participated in the issue or is a counterparty to the agreement being approved 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) a person as 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

• b) 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

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

• (i) 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

• (ii) the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

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How to vote and ask questions

You may vote by attending the Meeting in person, by proxy, personal representative at the time, date and place set out above.

Shareholders will be able to ask questions during the Meeting, in respect to the formal items of business as well as general questions in respect to the Company and its business at the conclusion of the Meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company whether they are in relation to specific agenda items, about the business in general or questions for the auditor, Grant Thornton. Questions must be submitted in writing to the Company Secretary at least 48 hours before the Meeting to:

The Company Secretary or via email: stephen.buckley@audeara.com Level 1, North Tower 527 Gregory Terrace Fortitude Valley QLD 4006

Voting in person

If you attend the Meeting, please bring your personalised proxy form with you. The proxy form will help you to register at the Meeting. If you do not bring your proxy form with you, you will still be able to attend and vote at the Meeting but representatives from the Share Registry will need to verify your identity.

Voting by proxy

Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chair as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. Proxy forms can be lodged as below:

• In person at Computershare, Level 1, 200 Mary Street, Brisbane QLD;

• By post to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001;

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

• By following the directions on the Proxy Form.

All proxy forms must be received by the Company not later than 11.00am (Brisbane Time) on Saturday, 25 November 2023 .

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

In addition:

• if a proxy is given by a body corporate, a Proxy Form must be executed in writing under the common seal of the corporation or otherwise in accordance with section 127 of the Corporations Act or signed by an attorney;

• if a proxy is given by a natural person, a Proxy Form must be executed under the hand of that person or that person’s attorney;

• to be effective, the Proxy Form and the power of attorney or other authority (if any) under which it is signed or a certified copy, must be received by the Company at least 48 hours before the time for holding the Meeting or any adjourned Meeting;

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• if a Shareholder appoints the Chair as the Shareholder's proxy and does not specify how the Chair is to vote, the Chair will vote, as proxy for that Shareholder, in favour of or against each resolution as set out in the Explanatory Memorandum;

• a Shareholder that is a body corporate may appoint an individual as its representative to exercise all or any of the powers the body corporate may exercise at the Meeting (the appointment may be a standing one); and

• any Proxy Form received after this deadline will be treated as invalid.

Personal Representative

To vote by personal representative, please forward the authority under which the personal representative has been appointed (or a certified copy of the authority) to the address set out above for the return of Proxy Forms so that it is received no later than 11.00am (Brisbane Time) on Saturday, 25 November 2023 .

Corporate Representative

Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or Share Registry in advance of the Meeting. An appointment of corporate representative form can be obtained from Computershare or online at– www.investorcentre.com/au and select "Printable Forms"

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 6189 1155.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

Shareholders should read this statement and the Notice in full before deciding how to vote on the Resolutions set out in the Notice. All resolutions to be considered at the Meeting will be decided by poll based on both proxy votes received prior to the commencement of the Meeting and votes cast in person by those in attendance at the Meeting. Shareholders are encouraged to cast their vote by proxy prior to the Meeting in accordance with the instructions set out on page 5 of this Notice.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2023, together with the declaration of the directors, the Directors’ Report, the Remuneration Report and the auditor’s report.

There is no requirement for shareholders to vote on these statements and reports. Shareholders will be given a reasonable opportunity to raise questions and make comments on these reports and on the management of the Company at the Meeting.

Representatives of the Company’s auditor will be present for discussion purposes on matters of relevance to the audit.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at https://www.audeara.com/investors/

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the company’s remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out a company’s remuneration arrangements for its directors and senior management. The remuneration report is part of the directors’ report contained in the annual financial report of a company for a financial year.

The Chair of the meeting must allow a reasonable opportunity for shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting, those persons whose election or re-election as directors of the company is approved will be the directors of the company.

The Remuneration Report for the financial year ended 30 June 2022 did not receive a vote of more than 25% against its adoption at the Company’s 2022 annual general meeting held on 28 November 2022. Accordingly, if at least 25% of the votes cast on Resolution 1 are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders.

The Company’s 2023 Annual Report, which contains the Remuneration Report, is available on the Company’s website www.audeara.com/pages/investors

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2.1 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.

The Chair of the Meeting intends to vote all available proxies in favour of this Resolution 1.

3. RESOLUTION 2 – RE-ELECTION OF DR ELAINE SAUNDERS AS A DIRECTOR

3.1 General

Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting. The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Dr Elaine Saunders was appointed as a Director of the Company on 1 January 2022 and is a Non-Executive Director of Audeara. In accordance with clause 15.2 of the Company’s Constitution, Dr Saunders will retire at the Annual General Meeting, and in accordance with clause 15.2 of the Company’s Constitution, will stand for re-election.

3.2 Election of Dr Elaine Saunders

Dr Saunders, who has served as a Director since 1 January 2022, and was elected on 28 November 2022, retires by rotation and seeks re-election.

(a) Qualifications and other material directorships

Dr Saunders holds these qualifications (BSc MSc, PhD, GAICD, Grad Dip Mgt (Technology)). Dr Saunders is a Biomedical Engineer, Audiological Scientist, business-woman, author, speaker and professional director. She started her career in the British NHS and now leads consulting company; Bingarra Scale-Up Solutions, specialising in helping businesses through growth.

Dr Saunders’ personal awards include the American Academy of Audiology's award for research within industry, the AFR/Westpac's 100 Women of Influence (2015), and the ATSE Clunies Ross Medal for Entrepreneur of the Year (2016). In 2004 she was the National Telstra Businesswoman of the Year in the Government, Private and Corporate Sector. She is a Churchill Fellow; a Fellow of the Academy of Technology, Science and Engineering; an Adjunct Professor at Swinburne University; an active mentor to Women in STEM and to early stage medical device companies.

Dr Saunders currently holds no other public company directorships.

(b) Independence

If re-elected, the Board considers that Dr Saunders will be an independent director.

3.3 Technical information required by Listing Rule 14.1A

As noted above, if Resolution 2 is passed, Dr Saunders will be re-elected to the Board as an independent Director.

In the event that Resolution 2 is not passed, Dr Saunders will not re-join the Board as an independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.

3.4 Directors’ Recommendation

The Board considers that Dr Saunders’ skills and experience will continue to enhance the Board’s ability to perform its role.

Accordingly, the Directors (with Dr Saunders abstaining) support the re-election of Dr Saunders and recommend that you vote in favour of this Ordinary Resolution.

The Chair of the Meeting intends to vote all available proxies in favour of this Resolution 2.

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4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE

4.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek shareholder approval by special resolution passed at an annual general meeting to have the capacity to issue up to that number of Equity Securities equal to 10% of its issued capital ( 10% Placement Capacity ) without using that company’s existing 15% annual placement capacity granted under ASX Listing Rule 7.1.

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 approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under ASX Listing Rule 7.1A, however, an Eligible Entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10%.

An ‘Eligible Entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is not included in the S&P/ASX 300 index and has a market capitalisation of $300 million or less and is therefore an Eligible Entity for these purposes. The Company’s market capitalisation as at 3 October is $5.3 million.

This Resolution 3 seeks shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in ASX Listing Rule 7.1A to issue Equity Securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further shareholder approval.

If this Resolution 3 is passed, the Company will be able to issue equity securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further shareholder approval.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without shareholder approval provided for in ASX Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in ASX Listing Rule 7.1.

This Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

4.2 Technical information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 3:

(a) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

(i) 12 months after the date of this Meeting;

(ii) the time and date of the Company’s next Annual General Meeting; and

(iii) the time and date of approval by Shareholders of a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking), or such longer period if allowed by ASX,

( 10% Placement Capacity Period ).

(b) Minimum Price

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The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average market price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or

• (ii) if the Equity Securities are not issued within 10 trading days of the date in the section 7.2 (b)(i) of this Notice, the date on which the Equity Securities are issued.

(c) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for cash consideration in which case if undertaken, the Company intends to use funds raised to be applied towards working capital requirements to support the Company’s growth strategies and general working capital.

(d)

Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the market price of Shares and the number of Equity Securities on issue as at 3 October 2023.

There is a risk that the market price for the Shares may be significantly lower on the issue date than on the date of approval under rule 7.1A; and the Shares may be issued at a price that is a discount to the market price for the Shares on the issue date.

The table below also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on issue (Variable ‘A’ in ASX Listing Rule 7.1A2)		Potential Dilution and Funds Raised	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised
	Issue Price (per Share)	$0.0185 (50% decrease in Issue Price)	$0.037 (Issue Price)	$0.0555 (50% increase in Issue Price)
Variable A 144,607,725	Shares issued – 10% voting dilution	14,460,772	14,460,772	14,460,772
	Funds raised	$267,524	$535,048	$802,572
(50% increase in Variable A) 216,911,587	Shares issued – 10% voting dilution	21,691,158	21,691,158	21,691,158
	Funds raised	$401,286	$802,572	$1,203,859

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(100% increase in Variable A) 289,215,450	Shares issued – 10% voting dilution	28,921,545	28,921,545	28,921,545
	Funds raised	$535,048	$1,070,097	$1,605,145

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. There are 144,607,725 Shares on issue comprising:

2. (i) 143,660,227 existing Shares as at the date of this Notice; and

3. (ii) 947,498 Shares which will be issued if Resolution 5 is passed at this Meeting;

4. The issue price set out above is the closing market price of the Shares on the ASX on 3 October 2023 (being $0.037).

5. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

6. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.

7. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

8. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

9. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.

10. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

11. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation policy under the 10% Placement Capacity

The recipients of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;

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• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (v) prevailing market conditions; and

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

• (f) Equity Securities under ASX Listing Rule 7.1A.2

The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 28 November 2022.

The Company has not issued or agreed to issue Equity Securities under ASX Listing Rule 7.1A.2 in the 12 months preceding the Meeting.

(g)

Compliance with ASX Listing Rules 7.1A.4 and 3.10.3

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it must:

• (i) state in its announcement of the proposed issue under ASX Listing Rule 3.10.3 or in its application for quotation of the securities under ASX Listing Rule 2.7 that the securities are being issued under ASX Listing Rule 7.1A; and

• (ii) give to ASX immediately after the issue a list of names of the persons to whom the entity issued the equity securities and the number of equity securities issued to each. This list is not for release to the market.

• The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.3 upon issue of any Equity Securities.

4.3 Voting Exclusion

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

4.4 Directors Recommendation

The Directors consider the approval of the 10% Placement Capacity to be in the best interests of the Company and recommend that Shareholders vote in favour of this Special Resolution to give effect to the approval.

The Chair of the Meeting intends to vote all available proxies in favour of this Resolution 3.

5. RESOLUTION 4 – APPROVAL OF EMPLOYEE INCENTIVE PLAN

5.1 General

The Company considers that it is desirable to adopt an updated employee incentive scheme to be called the “Audeara Limited Employee Securities Incentive Plan” ( Plan ). The Plan is intended to provide an opportunity to eligible participants to participate in the Company’s future. Further, the Plan acts as a mechanism to ensure the interests of Shareholders, management and employees of the Company are aligned.

Resolution 4 seeks Shareholder approval for the adoption of the Plan in accordance with Listing Rule 7.2 exception 13(b). A summary of the Plan is set out in Schedule 1.

The Plan incorporates recent amendments to the Corporations Act for employee share schemes ( New Legislation ), which came into effect in 2022 after the adoption of the Company’s existing employee incentive plan on 4 March 2021 ( Existing Plan ). Since the

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Existing Plan was adopted by the Board and established before the Company’s admission to the Official List of the ASX , the Directors believe that it is preferable in the circumstances to replace the Existing Plan with the Plan rather than to amend a multitude of specific provisions, to comply with the New Legislation.

5.2 Summary of New Legislation

The Treasury Laws Amendment (Cost of Living Support and Other Measures) Act 2022 (Cth) introduced a new Division 1A into Part 7.12 of the Corporations Act in relation to employee share schemes ( New Legislation ). The New Legislation came into effect on 1 October 2022.

The New Legislation will eventually replace the existing ASIC Class Order [CO 14/1000] and ASIC Class Order [CO 14/1001] (together, the Class Orders ).

A summary of the key changes applicable to the Company under the New Legislation are set out below.

(a) Expanded eligibility

Class Order relief is only available for issues to directors, full time and part time employees and casual employees or contractors that are 40% or more full time equivalent.

Under the New Legislation, an offer may only be made to specified “primary participants” (being directors, employees and service providers, with no minimum requirements of hours of service provided) or certain related persons of a primary participant (including a spouse, parent, child or sibling of the primary participant; controlled bodies corporate of the primary participant or bodies corporate that are trustees of the primary participant’s self-managed superannuation fund).

(b) Issue cap

The Class Orders provide for an issue cap of 5% of a listed entity’s fully paid shares over a rolling period of 3 years (irrespective of whether monetary consideration is required).

Under the New Legislation, an issue cap will not apply where the Company only offers incentive securities for no monetary consideration. However, offers of incentive securities involving consideration must comply with an issue cap (being the cap set out in the company’s constitution or if there is no such cap in the constitution, then 5% for listed entities unless a higher cap is specified in the relevant regulations (if any)).

Further, offers of eligible interests to participants under an employee securities incentive plan which would not ordinarily require disclosure, such as offers to senior managers or small-scale offerings are not required to comply with the issue cap.

(c) Disclosure requirements

The Class Orders do not distinguish between offers for monetary consideration and those without, with the same disclosure requirements for both offers.

Under the New Legislation, offers made for no monetary consideration do not have any specific disclosure requirements. In the case of offers made for monetary consideration, an offer document is required (with specific disclosure requirements) and participants cannot acquire their interests until 14 days after receiving the necessary offer disclosure from the entity.

(d) Quotation and suspension requirements

Class Order relief is only available where an entity meets the minimum quotation period of 3 months prior to making an offer of eligible interests. In addition, relief is prohibited if an entity is suspended from quotation for over 5 days in the preceding 12-month period.

Under the New Legislation, listed entities can offer eligible interests without first meeting any minimum quotation period, and regardless of any suspensions to the trading of securities.

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(e) On-sale relief

The Class Orders provides relief from the on-sale provisions for securities issued under the Plan.

Pursuant to the New Legislation, listed entities must issue a cleansing notice or cleansing prospectus to ensure that any Shares issued (including following the exercise of any options and performance rights) may be on-sold within 12 months of issue, unless regulatory relief applies under section 1100ZD of the Corporations Act.

(f) Criminal offences

A number of new offences created under the New Legislation, including misleading and deceptive statement offences and offences relating to holding participants’ money. In addition, regulatory relief can be revoked if any of the below are breached:

• (i) compliance with the monetary cap;

• (ii) compliance with the issue cap; and

• (iii) providing disclosure documents at the required time.

5.3 ASX Listing Rule 7.1

Subject to certain exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without approval of its Shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under ASX Listing Rule 7.2, Exception 13(b), an issue of equity securities under an employee incentive scheme is excluded from the 15% capacity limit imposed by ASX Listing Rule 7.1 if the issue is made under an employee incentive scheme that was approved by the entity’s Shareholders within 3 years before the date of issue.

If this Resolution 4 is passed, equity securities issued to eligible participants under the Plan (up to the maximum number of securities stated in Section 5.4(d) below) over the next 3 years from the date of the Meeting will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of securities under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 4 is not passed, the Company will be able to proceed with the issue of securities under the Plan to eligible participants, but any issues of securities will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of those securities. Any equity securities issued under the Plan that exceed the 15% limit in ASX Listing Rule 7.1 would also require the approval of Shareholders, unless the issue falls within one of the exceptions in ASX Listing Rule 7.2.

5.4 Information required by ASX Listing Rule 7.2, Exception 13(b)

Pursuant to and in accordance with ASX Listing Rule 7.2, Exception 13(b), the following information is provided in relation to Resolution 4:

• a) a summary of the terms of the Employee Incentive Plan is set out in Schedule 1 to this Notice of Meeting;

• b) as this is a new plan being put to Shareholders, no Securities have been issued under it to date. The Company has issued 3,950,000 Securities under the Existing Plan which were issued upon the Company listing on the ASX on 18 May 2021. Going forward, the Company’s intention is to no longer issue Securities under the Existing Plan. Instead, the Company intends to issue Securities under the Plan which is the subject of this Resolution 4 and includes new terms and conditions required by the New Legislation which replaced the previous relief provided by the Class Orders;

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• c) the Company is seeking Shareholder approval to adopt the Plan to include changes implemented by the New Legislation;

• d) the maximum number of Securities proposed to be issued under the Plan is 7,000,000 (representing approximately 5% of the number of Shares on issue as at the date of this Notice). This maximum number is not intended to be a prediction of the actual number of Securities to be issued under the Plan, but simply a maximum number for the purposes of setting a ceiling on the number of Securities to be issued under the Plan for the purposes of Listing Rule 7.2, exception 13(b). In any event, no Securities will be issued if to do so would contravene any applicable laws, including the issue cap under the New Legislation which applies to issues for monetary consideration; and

• e) a voting exclusion and prohibition statement are included in this Notice.

5.5 Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of this Resolution 4.

The Chair of the meeting intends to vote undirected proxies in favour of this Resolution 4.

6. RESOLUTION 5 – SHARE ISSUE TO DAVID TRIMBOLI IN LIEU OF PAYMENT OF DIRECTOR’S FEES

6.1 General

The purpose of Resolution 5 is to seek the approval of Shareholders for the issue of Shares to Mr David Trimboli (or his nominee(s)) in lieu of receipt of his Director fees in cash ( Fee Shares ).

A summary of the amounts payable to Mr Trimboli by the issue of Shares is outlined below:

Amount of Fees	Number of Shares to be issued in lieu of Director fees	Deemed issue price per Share
$40,742.42	947,498	$0.043

6.2 Chapter 2E of the Corporations Act

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:

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

• (b) 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.

Section 228 of the Corporations Act defines a “related party” for the purposes of Chapter 2E to include a director of a public company. A “financial benefit” is defined in section 229 of the Corporations Act and includes granting shares to a related party. The issue of Shares to David Trimboli in lieu of the Director fees constitutes giving a financial benefit and David Trimboli is a related party of the Company by virtue of being a Director.

The Directors, other than David Trimboli, given his material personal interest in this Resolution 5, consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the issue of the Fee Shares is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

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6.3 Listing Rule 10.11

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:

• (a) Listing Rule 10.11.1 – a related party;

• (b) Listing Rule 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;

• (c) Listing Rule 10.11.3 – a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) Listing Rule 10.11.4 – an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• (e) Listing Rule 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 Fee Shares falls within Listing Rule 10.11.1 as David Trimboli is a Director of the Company 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 5 seeks the required Shareholder approval to the issue of the Fee Shares under and for the purposes of Listing Rule 10.11.

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6.4 Information required by Listing Rule 10.11

In accordance with the requirements of Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Fee Shares to David Trimboli.

10.13.1	The Fee Shares will be issued to David Trimboli (or his nominee(s)).
10.13.2	David Trimboli is a director of the Company and is thereby a related party of the Company under Listing Rule 10.11.1. If David Trimboli elects to have the Shares issued to his nominee(s), Listing Rule 10.11.4 applies.
10.13.3	The maximum number of Shares to be issued is 947,498
10.13.4	The Fee Shares issued are fully paid ordinary shares.
10.13.5	The Fee Shares will be issued no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules).
10.13.6	The Fee Shares will be issued for nil cash consideration as they are being issued in lieu of David Trimboli’s Director fees totalling $ 40,742.42 accrued and owing to David Trimboli between 1 January 2023 and 31 August 2023 (at a deemed issue price of $0.043 per Share, being the 10-day Volume Weighted Average Market Price as applicable on 31 August 2023).
10.13.7	No funds will be raised from the issue of the Fee Shares except that the liability of the Company to pay the Directors fees, as set out above, will be extinguished.
10.13.8	The current total remuneration package for David Trimboli is as follows: � Current annual remuneration received - $50,000 plus statutory superannuation � Securities currently held (before Share issue approval) – 16,051,380 Ordinary fully paid shares & 300,000 Options expiring 10 May 2024 @ $0.30 The purpose of the issue of the Fee Shares is to remunerate the Director in performing his role as a director of the Company and to conserve cash for the Company.
10.13.9	The Fee Shares are not issued under an agreement.
10.13.10	A voting exclusion statement is included for Resolution 5 in this Notice.

6.5 Technical information required by Listing Rule 14.1A

If Resolution 5 is approved, the Company will issue the Fee Shares to David Trimboli (or his nominee(s)) in lieu of his Director fees.

If Resolution 5 is not approved, the Company will not be able to issue the Fee Shares to David Trimboli in lieu of his Director fees. Accordingly, the Company may be required to implement alternative arrangements to remunerate David Trimboli including the payment of additional cash-based remuneration in recognition of his services and time commitments thereby reducing the available cash resources of the Company.

6.6 Directors’ Recommendation

The Directors (other than David Trimboli) do not have a material personal interest in the outcome of Resolution 5 due to the fact that they have no relevant interest in the Fee Shares and it is not proposed that they will be issued any Fee Shares.

The Directors (other than David Trimboli) recommend that Shareholders vote in favour of this Resolution 5 as the issue of the Fees Shares will fairly remunerate David Trimboli for his director services provided. Without the issue of the Fee Shares, the Company will be required to consider other mechanisms to properly remunerate David Trimboli, including the payment of the relevant director fees in cash, which may not be as cost effective for the Company.

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The Chair of the meeting intends to vote undirected proxies in favour of this Resolution 5.

7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES TO EMPLOYEES

7.1 General

On 3 October 2023, the Company issued 360,227 Shares under its existing Listing Rule 7.1 placement capacity to employees of the Company at an issue price of $0.046036 per Share as a bonus incentive for services provided ( Employee Shares ).

The issue of the Employee Shares did not breach Listing Rule 7.1 at the time of the issue.

As summarised in Section 4.1 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.

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’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 3 being passed at this Meeting.

The issue of the Employee Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Employee Shares.

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 Listing Rule 7.1 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 in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Employee Shares.

Resolution 6 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Employee Shares.

7.2 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Employee Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Employee Shares.

If Resolution 6 is not passed, the Employee Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Employee Shares.

It is noted that the Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 3 being passed at this Meeting.

7.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 6:

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• (a) the Employee Shares were issued to employees of the Company;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 360,227 Employee Shares were issued and the Employee 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;

• (d) the Employee Shares were issued on 3 October 2023;

• (e) the Employee Shares were issued at $0.046036 per Share, as a bonus incentive for services provided;

• (f) the purpose of the issue of the Employee Shares was to satisfy the Company’s obligations to pay a cash bonus incentive for services provided; and

• (g) the Employee Shares were not issued under an agreement.

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8. GLOSSARY

$ means Australian dollars.

10% Placement Capacity has the meaning given in section 6.1.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities & Investments Commission.

Associate has the meaning given in the ASX Listing Rules.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party has the meaning given in section 9 of the Corporations Act.

Company means Audeara Limited (ACN 604 368 443).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

Group means the Company and its Related Bodies Corporate from time to time.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Memorandum and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

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Related Body Corporate has the meaning given in section 9 of the Corporations Act.

Remuneration Report means the remuneration report set out in the Directors’ Report section of the Company’s annual financial report for the year ended 30 June 2023.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Memorandum.

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

Shareholder means a registered holder of a Share.

Share Registry means Computershare Investor Services Pty Ltd.

Variable A means “A” as set out in the formula in ASX Listing Rule 7.1A(2).

Volume Weighted Average Market Price in relation to the ordinary fully paid shares of Audeara Limited for a particular period, means the volume weighted average price of trading in the ordinary fully paid shares on the ASX market and the Chi-X market over that period, excluding block trades, large portfolio trades, permitted trades during the pre-trading hours period, permitted trades during the post-trading hours period, out of hours trades and exchange traded option exercises.

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SCHEDULE 1: EMPLOYEE INCENTIVE PLAN SUMMARY

A summary of the key terms of the Employee Incentive Plan is set out below:

• (a) ( Eligible Participant ): Eligible Participant means a person that:

• (i) is an ‘ESS participant’ (as that term is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the Company for an invitation made on or after 1 October 2022; and

• (ii) has been determined by the Board to be eligible to participate in the Plan from time to time.

• (b) ( Purpose ): The purpose of the Plan is to:

• (i) assist in the reward, retention and motivation of Eligible Participants;

• (ii) link the reward of Eligible Participants to Shareholder value creation; and

• (iii) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.

• (c) ( Plan administration ): The Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Plan rules in its sole and absolute discretion except to the extent that it prevents the Company relying on the deferred tax concessions under Subdivision B3A-C of the Income Tax Assessment Act 1997 (Cth). The Board may delegate its powers and discretion.

• (d) ( Eligibility, invitation and application ): The Board may from time to time determine that an Eligible Participant may participate in the Plan and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.

On receipt of an invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part. If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.

• (e) ( Grant of Securities ): The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Plan rules and any ancillary documentation required.

• (f) ( Terms of Convertible Securities ): Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Plan.

Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. Unless in ‘Special Circumstances’ (as defined in the Plan) with the consent of the Board, a Participant may not sell, assign, transfer, grant a security interest over, collateralise a margin loan against, utilise for the purposes of short selling, enter into a Derivative with reference to, or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.

• (g) ( Vesting of Convertible Securities ): Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, the Company shall notify the Participant as soon as practicable on or after the vesting, informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that

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Convertible Security will lapse.

• (h) ( Exercise of Convertible Securities and cashless exercise ): To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.

A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.

• (i) ( Cashless exercise of Convertible Securities ): At the time of exercise of the Convertible Securities, subject to Board approval at that time, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.

Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.

If the difference between the total exercise price otherwise payable for the Convertible Securities being exercised and the then market Value of the Share at the time of exercise and the exercise price is zero or negative, then the Eligible Participant will not be entitled to use the cashless exercise facility.

• (j) ( Delivery of Shares on exercise of Convertible Securities ): As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Plan rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.

• (k) ( Forfeiture of Convertible Securities ): Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.

Where the Board determines that a Participant has acted fraudulently or dishonestly, acted negligently, acted in contravention of a Group policy or wilfully breached his or her duties to the Group, the Board will deem all unvested Convertible Securities held by that Participant to have been forfeited.

Unless the Board otherwise determines, or as otherwise set out in the Plan rules:

• (i) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and

• (ii) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

• (l) ( Change of control ): If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.

• (m) ( Rights attaching to Plan Shares ): All Shares issued under the Plan, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, ( Plan Shares ) will rank pari

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passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Plan Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Plan Shares. A Participant may exercise any voting rights attaching to Plan Shares.

• (n) ( Disposal restrictions on Plan Shares ): If the invitation provides that any Plan Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.

For so long as a Plan Share is subject to any disposal restrictions under the Plan, the Participant will not:

• (i) transfer, encumber or otherwise dispose of, or have a security interest granted over that Plan Share; or

• (ii) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.

• (o) ( Adjustment of Convertible Securities ): If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.

If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.

Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.

• (p) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.

• (q) ( Compliance with Applicable Laws ): Notwithstanding the Plan rules or any terms of a Security, no Security may be offered, granted, vested or exercised, and no Share may be issued or transferred, if to do so would contravene any applicable laws.

Where monetary consideration is payable by the Eligible Participant, and in respect to Convertible Securities where the Exercise Price on exercise of those Convertible Securities is greater than zero, the Company must reasonably believe when making an invitation:

• (i) the total number of Plan Shares that are, or are covered by the Securities that may be issued under an invitation; and

• (ii) the total number of Plan Shares that are, or are covered by the Securities that have been issued, or could have been issued in connection with the Plan in reliance on Division 1A of Part 7.12 of the Corporations Act at any time during the previous 3 year period prior to the date the invitation is made,

24

does not exceed:

• (i) if the Constitution specifies an issue cap percentage, that percentage; or

• (ii) if the Constitution does not specify an issue cap percentage, 5% (or such other maximum permitted under any Applicable Law),

of the total number of Shares on issue at the date of the invitation.

• (r) ( Amendment of Plan ): Subject to the following paragraph, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect.

No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.

(s) ( Plan duration ): The Plan continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Plan for a fixed period or indefinitely, and may end any suspension. If the Plan is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.

If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

AUA

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 (Brisbane time) Saturday, 25 November 2023.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

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/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/000001/000001

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

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 ND

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

XX

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 at the offices of Grant Thornton, King George Central, Level 18, 145 Ann Street, Brisbane QLD 4000 on Monday, 27 November 2023 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 Resolutions 1, 4 and 5 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 4 and 5 are 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 Resolutions 1, 4 and 5 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	ADOPTION OF REMUNERATION REPORT
RESOLUTION	2	RE-ELECTION OF DR ELAINE SAUNDERS AS A DIRECTOR
RESOLUTION	3	APPROVAL OF 7.1A MANDATE
RESOLUTION	4	APPROVAL OF EMPLOYEE INCENTIVE PLAN
RESOLUTION	5	SHARE ISSUE TO DAVID TRIMBOLI IN LIEU OF PAYMENT OF DIRECTOR’S FEES
RESOLUTION	6	RATIFICATION OF PRIOR ISSUE OF SHARES TO EMPLOYEES

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.

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

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