AUDEARA LIMITED — AGM Information 2025

Oct 23, 2025

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 : 9.00am (Brisbane Time) DATE : Tuesday, 25 November 2025 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 9.00am (Brisbane Time) on Sunday, 23 November 2025.

N OT IC E O F A NN UAL G EN ERA L MEET IN G

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 Tuesday, 25 November 2025 commencing at 9.00am (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 and the proposed time of the Meeting, the Directors will further update Shareholders with the proposed next steps.

B U SIN ESS O F TH E MEET IN G

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2025 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 2025.”

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 MR HSIN-CHIEH (BILL) PENG AS A DIRECTOR

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

“That, for the purposes of clause 15.2 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Hsin-Chieh (Bill) Peng, a Director, retires by rotation, and being eligible, is re-elected, as a Director.”

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.”

5. RESOLUTION 4 – ISSUE OF RELATED PARTY SHARES TO MR 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 section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the issue of up to 954,763 Related Party Shares to Mr David Trimboli (or his nominee(s)) in satisfaction of his cash remuneration owing as at 31 August 2025, on the terms and conditions set out in the Explanatory Memorandum.”

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

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6. RESOLUTION 5 – ISSUE OF OPTIONS TO DIRECTOR – MR DAVID TRIMBOLI

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,250,000 Options to Mr David Trimboli (or his nominee(s)), on the terms and conditions set out in the Explanatory Memorandum.”

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

7. RESOLUTION 6 – ISSUE OF OPTIONS TO DIRECTOR – MR JAMES FIELDING

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,500,000 Options to Mr James Fielding (or his nominee(s)), on the terms and conditions set out in the Explanatory Memorandum.”

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

8. RESOLUTION 7 – ISSUE OF OPTIONS TO DIRECTOR – MR HSIN-CHIEH (BILL) PENG

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

“That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,500,000 Options to Mr Hsin-Chieh (Bill) Peng (or his nominee(s)), on the terms and conditions set out in the Explanatory Memorandum.”

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

9. RESOLUTION 8 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS

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

“That, for the purposes of sections 136(2) and 648G of the Corporations Act and for all other purposes, the Company renews its proportional takeover approval provisions in the form set out in clause 37 of the Company’s Constitution, for a period of three years commencing on and from the date this resolution is passed, and the Company’s Constitution is amended by reinserting all of clause 37.”

Dated: 10 September 2025

By order of the Board Stephen Buckley, Company Secretary

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Voting Prohibition Statements

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 (the voter) 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 – Issue of Related Party Shares to Mr David Trimboli in lieu of payment of Director’s Fees	In accordance with section 250BD of the Corporations Act, 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 KeyManagement Personnel.
Resolution 5 – Issue of Options to Director - Mr David Trimboli Resolution 6 – Issue of Options to Director - Mr James Fielding Resolution 7 – Issue of Options to Director - Mr Hsin-Chieh (Bill) Peng	In accordance with section 224 of the Corporations Act, a vote on these Resolutions must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolutions would permit a financial benefit to be given, or an associate of such a related party (Resolutions 5 to 7 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolutions 5 to 7 Excluded Party. In accordance with section 250BD of the Corporations Act, 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 KeyManagement 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 Resolutions set out below by or on behalf of the following persons:

Resolution 4 – Issue of Related Party Shares to Mr David Trimboli in lieu of payment of Director’s Fees	Mr David Trimboli (or his nominee(s)) and any other 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 5 – Issue of Options to Director - Mr David Trimboli	Mr David Trimboli (or his nominee) and any other person(s) who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of David Trimboli (or his nominee(s)) or those persons.
Resolution 6 – Issue of Options to Director - Mr James Fielding	Mr James Fielding (or his nominee) and any other person(s) who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of James Fielding (or his nominee(s)) or those persons.
Resolution 7 – Issue of Options to Director - Mr Hsin- Chieh (Bill) Peng	Mr Hsin-Chieh (Bill) Peng (or his nominee) and any other person(s) who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Hsin-Chieh (Bill) Peng (or his nominee(s)) or those persons.

However, this does not apply to a vote cast in favour of the Resolutions 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 35 Brookes Street Bowen Hills QLD 4006

or via email: stephen.buckley@audeara.com

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:

• Online at http://www.investorvote.com.au/ following instructions provided in your mailing documents or email;

• 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 9.00am (Brisbane Time) on Sunday, 23 November 2025 .

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;

• 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;

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• 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 9.00am (Brisbane Time) on Sunday, 23 November 2025 .

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 please do not hesitate to contact the Company Secretary on +61 8 6189 1155.

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EXPLA NATO R Y MEMO RA NDU M

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 7 of this Notice.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act and 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 2025, 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

2.1 General

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.

The Company’s annual report for the financial year ended 30 June 2025,, which contains the Remuneration Report, is available on the Company’s website www.audeara.com/pages/investors

2.2 Voting consequences

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.

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2.3 Previous voting results

The Remuneration Report for the financial year ended 30 June 2024 did not receive a vote of more than 25% against its adoption at the Company’s 2024 annual general meeting held on 25 November 2024. Accordingly, the Spill Resolution is not relevant for this Meeting.

2.4 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 MR HSIN-CHIEH (BILL) PENG AS A DIRECTOR

3.1 General

Listing Rule 14.4 and clause 15.2 of the Constitution provide that, other than a managing director, a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or three years, whichever is the longer. However, where there is more than one managing director, only one is entitled to be exempt from this rotation requirement.

Mr Peng was appointed as a Director of the Company on 5 August 2022 and is an executive director of the Company. In accordance with clause 15.2 of the Company’s Constitution, Mr Peng will retire by rotation at the Annual General Meeting, and being eligible, will stand for reelection.

3.2 Election of Hsin-Chieh (Bill) Peng

Mr Peng is the Chief Operating Officer of the Company and holds qualifications in; BBus(Mktg), MBus(Entr).

Mr Peng has worked in the electronics industry and has extensive knowledge and experience in the production from electronic material, components and semi-product through to finished products. Most recently, he founded an Australian Group specialising in electronic medical products. Mr Peng brings extensive business experience across operational, supply chain management, product development and international sales, particularly in the Asia Pacific region.

If re-elected, the Board considers that Mr Peng will not be an independent director as he is an executive director of the Company.

3.3 Technical information required by Listing Rule 14.1A

As noted above, if Resolution 2 is passed, Mr Peng will be re-elected to the Board as an executive director.

In the event that Resolution 2 is not passed, Mr Peng will not re-join the Board as an executive 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. Additionally, the Company will have less than the minimum required number of Directors prescribed under its Constitution and may be suspended by ASX until a new suitable Director is appointed.

3.4 Directors’ Recommendation

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

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

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

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4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE

4.1 General

This Resolution seeks shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without shareholder approval.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without 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.

Listing Rule 7.1A provides that an Eligible Entity may seek shareholder approval by special resolution passed at an annual general meeting to increase this 15% limit by an extra10% to 25% ( 7.1A Mandate ).

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 9 September 2025 is $4.50 million.

4.2 Technical information required by Listing Rule 14.1A

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

If this Resolution 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 Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

This Resolution 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.

4.3 Technical information required by Listing Rule 7.3A

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

• a) Date of Issue

The Equity Securities may be issued under the 7.1A Mandate 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.

b) Minimum Price

Ay equity securities issued under 7.1A.2 must be in an existing quoted class of the Company’s equity securities and issued for a cash consideration per security which is not less than 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 4.3 (b)(i) of this Notice, the date on which the Equity Securities are issued.

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c) Purpose and use of funds

The Company may issue Equity Securities under the 7.1A Mandate for cash consideration in which case, if undertaken, the Company intends to use funds raised to support the Company’s growth strategies and general working capital.

d)

Risk of voting dilution

Any issue of Equity Securities under the 7.1A Mandate 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 7.1A Mandate, 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 Listing Rule 7.1A.2, on the basis of the market price of Shares and the number of Equity Securities on issue as at 9 September 2025.

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 7.1A Mandate.

		Potential Dilution	Potential Dilution	and Funds Raised	and Funds Raised
Number of Shares on issue (Variable ‘A’ in Listing Rule 7.1A2)		Shares Issued – 10% voting dilution	$0.0125 (50% decrease)	$0.025 (Issue Price)	$0.0375 (50% increase in Issue Price)
				Funds raised
Variable A (Current)	180,889,146	18,088,914	$226,111	$452,222	$678,334
(50% increase in Variable A)	271,333,719	27,133,371	$339,167	$678,334	$1,017,501
(100% increase in Variable A)	361,778,292	36,177,829	$452,222	$904,445	$1,356,668

*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 179,934,383 Shares on issue comprising:

2. a) 179,934,383 existing Shares as at the date of this Notice; and

3. b) 954,763 Shares which will be issued if Resolution 4 is passed at this Meeting;

4. 1. The issue price set out above is the closing market price of the Shares on the ASX on 9 September 2025 (being $0.025). The Issue Price at a 50% increase and 50% decrease are each rounded to three decimal places prior to the calculation of the funds raised.

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.

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1. 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%.

2. 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 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate 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 7.1A Mandate, having regard to the following factors:

• (i) the purpose of the issue;

• (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 Listing Rule 7.1A.2

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its Annual General Meeting held on 25 November 2024 ( Previous Approval ).

During the 12-month period preceding the date of the Meeting, being on and from 25 November 2024, the Company issued 14,500,000 Shares pursuant to the Previous Approval ( Previous Issue ), which represents approximately 9.5% of the total diluted number of Equity Securities on issue in the Company on 25 November 2024, which was 153,175,130.

Further details of the issues of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12-month period preceding the date of the Meeting are set out below.

The following information is provided in accordance with Listing Rule 7.3A.6(b) in respect of the Previous Issue:

Date of Issue and Appendix 2A

11 December 2024

Recipients

Professional and sophisticated investors as part of a placement announced on 5 December 2024. The placement participants were identified through a bookbuild process, which involved Bell Potter seeking expressions of interest to participate in the capital raising from non-related parties of the Company. For the purposes of paragraph 7.2 of ASX Guidance Note 21, we note that Fortune Pioneer International Holdings Co Limited, which is a substantial holder in the Companyat the time of

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	committing to the Placement, has taken up more than 1% of the Company’s issued capital at the time of the placement.
Number and Class of Equity Securities Issued	14,500,000 Shares2
Issue Price and discount to Market Price1 (if any)	$0.04 per Share (at a 9.15% discount to the 15-day volume weighted average price of $0.0437) and a 9.09% discount to the closing Market Price of $0.044 on the date of issue, being 11 December 2024.
Total Cash Consideration and Use of Funds	Amount raised: $580,000 Amount spent: $580,000 Use of funds: The funds raised under the placement were used to increase the capacity of the Company’s technology division to deliver on a growing pipeline of opportunities; for stock purchasing in connection with the recent launch of Audeara Buds and a range of Auracast-enabled devices, ensuring the Company has adequate inventory levels to meet increased demand; and for general working capital purposes.

Notes:

1. Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. Fully paid ordinary shares in the capital of the Company, ASX Code: AUA (terms are set out in the Constitution).

3. This is a statement of current intentions as at the date of this Notice. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way the funds are applied on this basis.

4.4 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.

4.5 Directors Recommendation

The Directors consider the approval of the 7.1A Mandate 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 Resolution 3.

5. RESOLUTION 4 – ISSUE OF RELATED PARTY SHARES TO MR DAVID TRIMBOLI IN LIEU OF PAYMENT OF DIRECTOR’S FEES

5.1 General

In order to preserve the Company’s cash reserves, the Company has agreed, subject to obtaining Shareholder approval, to issue 954,763 Shares to Mr Trimboli (or his nominee(s)) ( Related Party Shares ) in lieu of director’s remuneration/fees payable to Mr Trimboli of $26,733.36 as at 31 August 2025.

This Resolution seeks Shareholder approval for the purposes of Listing Rule 10.11 to issue the Related Party Shares.

5.2 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.

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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 Related Party Shares to Mr Trimboli in lieu of the Director fees constitutes giving a financial benefit and Mr Trimboli is a related party of the Company by virtue of being a Director.

The Directors, other than Mr Trimboli, given his material personal interest in this Resolution, 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 Related Party Shares is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

5.3 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 Related Party Shares falls within Listing Rule 10.11.1 as Mr 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..

5.4 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Related Party Shares within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Related Party Shares to Mr Trimboli in lieu of fees and will need to satisfy payment of these fees out of the Company’s cash reserves.

5.5 Information required by Listing Rule 10.13

REQUIRED INFORMATION	DETAILS
Name of the person to whom Shares will be issued	Mr Trimboli (or his nominee(s)).
Categorisation under Listing Rule 10.11	Mr Trimboli falls within the category set out in Listing Rule 10.11.1 as he is a related party of the Company by virtue of being a Director. Any nominee(s) of the recipient who receive Related Party Shares may constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Shares and class to be issued	954,763 Related Party Shares will be issued.

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REQUIRED INFORMATION	DETAILS	DETAILS	DETAILS	DETAILS	DETAILS	DETAILS	DETAILS
Terms of the Shares	The Related Party Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares.
Date(s) on or by which the Shares will be issued	The Company expects to issue the Related Party Shares within 5 Business Days of the Meeting. In any event, the Company will not issue any Related Party Shares later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Shares	The Related Party Shares will be issued for nil cash consideration, in lieu of cash fees payable, as a means of preserving the Company’s cash reserves. The Related Party Shares will be issued at a deemed issue price of $0.028 per Share.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue of the Related Party Shares is to satisfy accrued Director fees owed to Mr Trimboli up to 31 August 2025.
Remuneration	The current remuneration and the previous total remuneration package for Mr Trimboli is as follows: Related Party Current Financial Year ending 30 June 2026 Previous Financial Year ended 30 June 2025 David Trimboli $50,0001 $50,0001 1. Comprised of fees/salary and Shares issued in lieu of cash salary payments.
	Related Party		Current Financial Year ending 30 June 2026			Previous Financial Year ended 30 June 2025
	David Trimboli		$50,0001			$50,0001
	1. Comprised of fees/salary and Shares issued in lieu payments.
Interest in securities	Related Party	Shares1		Options2	Undiluted		Fully Diluted
	David Trimboli	24,834,052		3,375,000	13.80%		13.60%
Valuation	The value of the Related Party Shares proposed to be issued based on the valuation of $0.028 per Share is $26,733.36.
Summary of material terms of agreement to issue	The Related Party Shares are not being issued under an agreement.
Voting exclusion statement	A voting exclusion statement applies to this resolution 4.
Voting prohibition statement	A voting prohibition statement applies to this resolution 4.

5.6 Directors’ Recommendation

The Directors (other than Mr Trimboli) recommend that Shareholders vote in favour of Resolution 4 as the issue of the Related Party Shares will fairly remunerate Mr Trimboli for his director services provided.

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

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6. RESOLUTION 5 TO 7 – ISSUE OF OPTIONS TO DIRECTORS

6.1 General

These Resolutions seek shareholder approval for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11 for the proposed issue of an aggregate of 4,250,000 unlisted Options to Mr David Trimboli, Mr James Fielding and Mr Hsin-Chieh (Bill) Peng, the Directors of the Company (or their nominee(s)), on the terms and conditions set out below.

Further details in respect of the Options proposed to be issued are set out in the table below:

QUANTUM	RECIPIENT	EXERCISE PRICE	EXPIRY DATE
1,250,000	David Trimboli (or his nominee(s))	The Options can be exercised on any date prior to the Expiry Date and are exercisable at the higher of either; a) $0.045 per Option; or b) a price equal to a 43% premium to the 30-day Volume Weighted Average Market Price at the time of shareholder approval.	2 years from the date of issue.
1,500,000	James Fielding (or his nominee(s))
1,500,000	Hsin-Chieg (Bill) Peng (or his nominee(s))

6.2 Director Recommendation

In the interests of good governance, as all of the Directors have an interest in the outcome of these Resolutions, the Directors abstain from making a recommendation in relation to these Resolutions.

The Chair of the meeting intends to vote undirected proxies in favour of these Resolutions.

6.3 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.

The issue of Options to the Directors constitutes giving a financial benefit and each of the Directors is a related party of the Company by virtue of being a Director.

As the Options are proposed to be issued to all of the Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Options. Accordingly, Shareholder approval for the issue of Options to the Directors is sought in accordance with Chapter 2E of the Corporations Act.

6.4 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 5.3 above.

The issue of Options falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

6.5 Technical Information required by Listing Rule 14.1A

If these Resolutions are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity.

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If these Resolutions are not passed, the Company will not be able to proceed with the issue. The Company may be required to find alternate ways of remunerating the Directors, including using the Company’s cash reserves.

6.6 Technical information required by Listing Rule 10.13 and section 219 of the Corporations Act

REQUIRED INFORMATION	DETAILS
Name of the persons to whom Options will be issued	The proposed recipients of the Options are set out in Section 6.1 above.
Categorisation under Listing Rule 10.11	Each of the proposed recipients falls within the category set out in Listing Rule 10.11.1 as they are a related party of the Company by virtue of being a Director. Any nominee(s) of the proposed recipients who receive Options may constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Options and class to be issued	The maximum number of Options to be issued (being the nature of the financial benefit proposed to be given) is 4,250,000 in the allocations set out in the table included at Section 6.1 above.
Terms of Options	The Options will be issued on the terms and conditions set out in Schedule 1.
Date(s) on or by which the Options will be issued	The Company expects to issue the Options within 5 Business Days of the Meeting. In any event, the Company will not issue any Options later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Options	The Options will be issued at a nil issue price.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue is to provide a performance linked incentive component in the remuneration package for the proposed recipients to align the interests of the proposed recipients with those of Shareholders, to motivate and reward the performance of the proposed recipients in their roles as Directors and to provide a cost effective way from the Company to remunerate the proposed recipients, which will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the proposed recipients.
Consideration of type of Security to be issued	The Company has agreed to issue the Options for the following reasons: a) the issue of the Options has no immediate dilutionary impact on Shareholders; b) the deferred taxation benefit which is available to the proposed recipients in respect of an issue of Options is also beneficial to the Company as it means the proposed recipients are not required to immediately sell the Options to fund a tax liability (as would be the case in an issue of Shares where the tax liability arises upon issue of the Shares) and will instead, continue to hold an interest in the Company; c) the issue is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Directors; and d) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options on the terms proposed.

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REQUIRED INFORMATION	DETAILS
Consideration of quantum of Options to be issued	The number of Options to be issued has been determined based upon a consideration of: a) current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company; b) the remuneration of the proposed recipients; and c) incentives to attract and ensure continuity of service of the proposed recipients who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves. The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options upon the terms proposed.
Remuneration	The total remuneration package for each of the proposed recipients for the previous financial year and the proposed total remuneration package for the current financial year are set out below: Related Party Current Financial Year ending 30 June 2026 Previous Financial Year ended 30 June 2025 David Trimboli $50,0001 $50,0001 James Fielding $268,8002 $267,6002 Hsin-Chieh (Bill) Peng $224,0003 $223,0003 Notes: 1. Comprising Directors’ fees/salary. 2. Comprising Directors’ fees/salary plus superannuation. 3. Comprising Directors’ fees/salary plus superannuation.
Valuation	The value of the Options and the pricing methodology is set out in Schedule 2.
Interest in Securities	The relevant interests of the proposed recipients in Securities as at the date of this Notice and following completion of the issue are set out below: Pre issue Related Party Shares1 Options Undiluted2 Fully Diluted David Trimboli 24,834,052 3,375,0003 13.80% 13.60% James Fielding 11,692,834 3,666,6664 6.50% 7.40% Hsin-Chieh (Bill) Peng 11,477,380 3,666,6665 6.38% 7.30% Post issue Related Party Shares1 Options David Trimboli 24,834,052 4,625,000 James Fielding 11,692,834 5,166,666 Hsin-Chieh (Bill) Peng 11,477,380 5,166,666 Notes: 1. Fully paid ordinary shares in the capital of the Company (ASX: AUA). 2. Based on 179,934,383 (being 179,934,383 Shares on issue as at the date of this Notice). 3. Comprising a) 1,250,000 Unlisted options expiring 10 December 2026 @ $0.08 and 625,000 Unlisted options expiring 30 January 2027 @ $0.08 held indirectly by Seefeld Investments Pty Ltd;and

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REQUIRED INFORMATION	DETAILS	DETAILS	DETAILS
	b) 1,500,000 Unlisted options expiring 2 May 2027 @ $0.082 held directly. 4. Comprised of the following, all held indirectly by James Fielding Family Pty Ltd; a) 1,750,000 unlisted options expiring 2 May 2027 @ $0.082; b) 1,500,000 Unlisted options expiring 10 December 2026 @ $0.08; and c) 416,666 Unlisted options expiring 30 January 2027 @ $0.08. 5. Comprised of the following, all held indirectly by BP Peng Pty Ltd; a) 1,750,000 unlisted options expiring 2 May 2027 @ $0.082; b) 1,500,000 Unlisted options expiring 10 December 2026 @ $0.08; and c) 416,666 Unlisted options expiring 30 January 2027 @ $0.08.
Dilution	If the Options issued under these Resolutions are exercised, a total of 4,250,000 Shares would be issued. This will increase the number of Shares on issue from 179,934,383 (being the total number of Shares on issue as at the date of this Notice) to 184,184,383 (assuming that no Shares are issued and no other convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 1.71%, comprising 0.36% by Mr Trimboli, 0.67% by Mr Fielding, and 0.68% by Mr Peng.
Market price	The market price for Shares during the term of the Options would normally determine whether or not the Options are exercised. If at any time any of the Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company.
Trading history	The trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below: Price Date Highest $0.058 27 September 2024 Lowest $0.019 6, 8 & 11 August 2025 Last $0.025 9 September 2025
		Price	Date
	Highest	$0.058	27 September 2024
	Lowest	$0.019	6, 8 & 11 August 2025
	Last	$0.025	9 September 2025
Other information	The Options are not being issued under an agreement and the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass these Resolutions.
Voting exclusion statements	Voting exclusion statements apply to these Resolutions.
Voting prohibition statements	Voting prohibition statements apply to these Resolutions.

7. RESOLUTION 8 - RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS

7.1 General

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

Pursuant to section 648G of the Corporations Act, an entity may include a provision in its constitution whereby a proportional takeover bid for shares may only proceed after the bid has been approved by a meeting of shareholders held in accordance with the terms set out in the Corporations Act.

In accordance with section 648G(1) of the Corporations Act, such clause will cease to apply at the end of three years from the incorporation of the Company, insertion of the clause or renewal of the clause (as appropriate) unless otherwise specified. When this clause ceases to apply, the constitution will be modified by omitting the clause.

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A company may renew its proportional takeover approval provisions in the same manner in which a company can modify its constitution (i.e., by special resolution of shareholders).

The Company’s Constitution (including the proportional takeover provisions set out in clause 37) was adopted on 28 November 2022. Accordingly, the proportional takeover provisions included in the Constitution apply until 28 November 2025 unless sooner omitted or renewed.

This Resolution is a special resolution which will enable the Company to modify its Constitution by renewing clause 37 for a period of three years from the date of Shareholder approval. It is noted that Shareholder approval will not result in a change to the wording of clause 37.

The Company is permitted to seek further Shareholder approval to renew this clause for further periods of up to three years on each occasion.

A copy of the Constitution was released to ASX on 28 November 2022 and is available for download from the Company’s ASX announcements platform.

7.2 Information Required by Section 648G(5) of the Corporations Act

Information Required	by Section 648G(5) of the Corporations Act
Overview	A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares. Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act. This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.
Effect of proposed proportional takeover provisions	Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a Resolution to approve the proportional off-market bid is passed.
Reasons for proportional takeover provisions	A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.
Knowledge of any acquisition proposals	As at the date of this Notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company, other than through the issue of Shares to Mr Trimboli pursuant to Resolution 4.
Potential advantages and disadvantages of proportional takeover provisions	The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted. The potential advantages of the proportional takeover provisions for Shareholders include: a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed; b) assisting in preventing Shareholders from being locked in as a minority; c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid. The potential disadvantages of the proportional takeover provisions for Shareholders include:

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	a) proportional takeover bids may be discouraged; b) lost opportunity to sell a portion of their Shares at a premium; and c) the likelihood of a proportional takeover bid succeeding may be reduced.
Recommendation of the Board	The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of this Resolution.

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8. GLOSSARY

• $ means Australian dollars.

• 7.1A Mandate has the meaning given in section 4.1.

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.

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

Related Party Shares has the meaning given in Section 5.1.

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 2025.

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

requires.

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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 on which trades in that class were recorded, 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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SC H ED U LE 1 - T ERMS A ND C ON D IT ION S O F O PT ION S

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

The Options have an exercise price of $0.045 (4.5 cents) or a price equal to a 43% premium to the 30-day Volume Weighted Average Market Price at the time of shareholder approval, whichever is the higher price.

(c) Expiry Date

Each Option will expire at 5:00pm (Brisbane Time) on a day that is two years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Vesting Dates

The Options are immediately fully vested.

(e) Exercise Period

An Option may be exercised at any time prior to the Expiry Date.

(f) Notice of Exercise

The Options may be exercised by notice in writing to the Company in the manner specified below and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company, including cashless exercise as described below.

Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

The Options may only be exercised in multiples of 100,000 on each occasion.

(g) Cashless Exercise of Options

The holder of Options may elect not to be required to provide payment of the Exercise Price for the number of Options specified in a Notice of Exercise but that on exercise of those Options the Company will transfer or allot to the holder that number of Shares (rounded down to the nearest whole number) equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of Shares at the time of exercise (determined as the volume weighted average of the prices at which Shares were traded on the ASX during the 5 trading-day period immediately preceding the exercise date) calculated in accordance with the following formula:

S = A x (MSP – EP) MSP

Where:

S = Number of Shares to be issued on exercise of the Options

A = Number of Options

MSP = Market value of Shares (calculated using the volume weighted average of the prices at which Shares were traded on the ASX during the 5 trading day-period immediately preceding the exercise date)

EP = Exercise Price

If the difference between the total Exercise Price otherwise payable for the Shares on the Options being exercised and the then market value of Shares at the time of exercise (calculated in accordance with the formula above) is zero or negative, then the holder will not be entitled to cashless exercise of the Options.

(h) Shares issued on exercise

Shares issued on exercise of the Options will rank equally with the then issued shares of the Company.

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(i) Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Timing of issue of Shares

After the Exercise Date, the Company must, within, five business days:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and

• (iii) if admitted to the official list of ASX at the time, do all such acts, matters and things to obtain the grant of official quotation of the Share on ASX no later than 5 Business Days after issuing the Shares.

If a notice delivered under paragraph (i)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 business days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will give holders of the Options notice of the proposed issue prior to the date for determining entitlements to participate in any such issue.

(l) Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

(m)

Adjustment for entitlement issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the Exercise Price of an Option will be adjusted according to the following formula:

New exercise price = O – E[P-(S+D)]

N+1

Where:

• O = the old Exercise Price of the Option.

• E = the number of underlying Shares into which one Option is exercisable.

• P = average market price per Share weighted by reference to volume of the Company’s Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date of the relevant pro rata issue.

• S = the subscription price of a Share under the pro rata issue.

• D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

• N = the number of Shares with rights or entitlements that must be held to receive a right to one Share.

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(n) Adjustments for reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the Optionholder will be varied to comply with the Listing Rules which apply to the reorganisation at the time of the reorganisation.

• (o) Options not quoted

The Company will not apply to ASX for quotation of the Options.

• (p) Options not transferable

The Options will not be transferrable.

• (q) Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Options with the appropriate remittance should be lodged at the Company's registered office.

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SC H ED U LE 2 : VA LU AT IO N OF O PT IONS

The Options to be issued to the Directors pursuant to Resolutions 5, 6 and 7 have been valued using the Black Scholes option pricing model, and based on the assumptions set out below, the Options were ascribed the following value:

ASSUMPTION
Assumed grant date	9 September 2025
Assumed expiry date	8 September 2027
Share price at assumed grant date	$0.025
Exercise price	$0.045
Risk free rate %	3.33%
Volatility %	162%
Dividend yield %	n/a
Fair value per Option	$0.01693
Total Value of Options Resolution 5 – David Trimboli	$21,162.50
Total Value of Options Resolution 6 – James Fielding	$25,395.00
Total Value of Options Resolution 7 – Hsin-Chieh (Bill) Peng	$25,395.00

Note : The valuation noted above is not necessarily the market price that the Options could be traded at and is not automatically the market price for taxation purposes.

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THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

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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 9.00am (Brisbane Time) Sunday, 23 November 2025.

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

XX

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

the Chair OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chair 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 Chair 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 Tuesday, 25 November 2025 at 9.00am (Brisbane Time) and at any adjournment or postponement of that meeting.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 4, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chair.

Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on Resolutions 1, 4, 5, 6 and 7 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 Mr Hsin-Chieh (Bill) Peng as a Director
Resolution	3	Approval of 7.1A Mandate
Resolution	4	Issue of Related Party Shares to Mr David Trimboli in Lieu of Payment of Director's Fees
Resolution	5	Issue of Options to Director - Mr David Trimboli
Resolution	6	Issue of Options to Director - Mr James Fielding
Resolution	7	Issue of Options to Director - Mr Hsin-Chieh (Bill) Peng
Resolution	8	Renewal of Proportional Takeover Provisions

The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair 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.

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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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9 9 9 9 9 9 A

A U A

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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

Audeara Limited Annual General Meeting

The Audeara Limited Annual General Meeting will be held on Tuesday, 25 November 2025 at 9.00am (Brisbane Time). You are encouraged to participate in the meeting using the following options:

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MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

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

For your proxy appointment to be effective it must be received by 9.00am (Brisbane Time) Sunday, 23 November 2025.

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ATTENDING THE MEETING IN PERSON

The meeting will be held at:

The offices of Grant Thornton, King George Central, Level 18, 145 Ann Street, Brisbane QLD 4000

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

Samples/000001/000002