AUDEARA LIMITED — Proxy Solicitation & Information Statement 2024

Dec 19, 2024

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Need assistance?

Phone:

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

Online:

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AUA

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

Audeara Limited General Meeting

The Audeara Limited General Meeting will be held on Wednesday, 12 February 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) Monday, 10 February 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.

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AUDEARA LIMITED ACN 604 368 443 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 9.00am (Brisbane Time) DATE : Wednesday, 12 February 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 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 7.00pm (AEDT) on Monday, 10 February 2025.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1

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 14,875,000 Placement Shares on the terms and conditions set out in the Explanatory Statement.”

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1A

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 14,500,000 Placement Shares on the terms and conditions set out in the Explanatory Statement.”

3. RESOLUTION 3 – APPROVAL FOR PARTICIPATION IN PLACEMENT – 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 Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,875,000 Placement Shares and 625,000 Placement Options to Mr David Trimboli (and/or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

4. RESOLUTION 4 – APPROVAL FOR PARTICIPATION IN PLACEMENT – 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 Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,250,000 Placement Shares and 416,666 Placement Options to Mr James Fielding (and/or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

5. RESOLUTION 5 – APPROVAL FOR PARTICIPATION IN PLACEMENT – MR 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 Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,250,000 Placement Shares and 416,666 Placement Options to Mr Bill Peng (and/or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS TO THE TRANCHE 1 PLACEMENT PARTICIPANTS

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 9,791,667 Placement Options on the terms and conditions set out in the Explanatory Statement.”

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7. RESOLUTION 7 – APPROVAL TO ISSUE SHARES TO MR DAVID TRIMBOLI IN LIEU OF DIRECTOR’S FEES

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve and authorise the issue of 416,667 Related Party Shares to Mr David Trimboli (and/or his nominee(s)) in lieu of Director’s fees on the terms and conditions set out in the Explanatory Statement.”

Dated: 16 December 2024 By order of the Board Stephen Buckley, Company Secretary

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 1 – Ratification of Prior Issue of Placement Shares – Listing Rule 7.1	Tranche 1 Placement Participants (and/or their nominee(s)) or any other person who participated in the issue or an associate of that person or thosepersons.
Resolution 2 – Ratification of Prior Issue of Placement Shares – 7.1A	Tranche 1 Placement Participants (and/or their nominee(s)) or any other person who is expected to participate in, or 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 Company)or an associate of thatperson(or thosepersons).
Resolution 3 – Approval for Participation in Placement – Mr David Trimboli	Mr David Trimboli (and/or their nominee(s)) or any other person who is to receive the securities in question and any other person 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).
Resolution 4 – Approval for Participation in Placement – Mr James Fielding	Mr James Fielding (and/or his nominee(s)) or any other person who is to receive the securities in question and any other person 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).
Resolution 5 – Approval for Participation in Placement – Mr Bill Peng	Mr Bill Peng (and/or his nominee(s)) or any other person who is to receive the securities in question and any other person 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).
Resolution 6 – Approval to issue Options to the Tranche 1 Placement Participants	Tranche 1 Placement Participants (and/or their nominee(s)) or any other person who is expected to participate in, or 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 Company)or an associate of thatperson(or thosepersons).
Resolution 7 – Approval to Issue Shares to Mr David Trimboli in lieu of Director’s Fees	Mr David Trimboli (and/or his nominee(s)) or any other person who is to receive the securities in question and any other person 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).

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

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (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

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• (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 directions given by the beneficiary to the holder to vote in that way.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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 two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two 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.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

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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EXPLANATORY STATEMENT

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

1. BACKGROUND TO RESOLUTIONS 1 TO 6

1.1 Background to Placement

As announced on 5 December 2024, the Company secured firm commitments from professional and sophisticated investors to raise $1,350,000 (before costs) via a twotranche placement by way of the issue of a total of 33,750,000 Shares at an issue price of $0.04 per Share ( Placement Shares ) and one free attaching Option for every three Shares issued ( Placement ).

On 11 December 2024, the Company completed the issue of 29,375,000 Placement Shares ( Tranche 1 Placement ) to non-related party participants ( Tranche 1 Placement Participants ) utilising its placement capacities under ASX Listing Rules 7.1 (14,875,000) and 7.1A (14,500,000) (being the subject of Resolutions 1 and 2).

The second tranche of the Placement ( Tranche 2 Placement ) will be issued as follows:

• (a) 4,375,000 Placement Shares and 1,458,332 free attaching Options ( Placement Options ) will be issued to Directors, Mr David Trimboli, Mr James Fielding and Mr Bill Peng ( Related Parties ); and

• (b) 9,791,667 Placement Options will be issued to the Tranche 1 Placement Participants.

1.2 Use of funds

The funds raised under the Placement will be used:

(a) to increase the capacity of the Company’s technology division to deliver on a growing pipeline of opportunities;

• (b) 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

• (c) for general working capital purposes.

1.3 Lead Manager

Bell Potter Securities Limited (ACN 006 390 772) ( Bell Potter ) was engaged as the lead manager to the Placement under a lead manager mandate ( Lead Manager Mandate ).

In consideration for the provision of the lead manager services and pursuant to the Lead Manager Mandate, the Company agreed to pay Bell Potter a selling and management fee of 6% of the proceeds raised under the Placement.

The Lead Manager Mandate is otherwise on standard terms and conditions.

2. RESOLUTIONS 1 TO 2 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULES 7.1 AND 7.1A

2.1 General

As set out in Section 1.1, on 11 December 2024, the Company completed the issue of 29,375,000 Placement Shares to the Tranche 1 Placement Participants.

The Company issued 14,875,000 Placement Shares utilising its placement capacity under ASX Listing Rule 7.1 (being the subject of Resolution 1) and 14,500,000 Placement Shares utilising its placement capacity under ASX Listing Rule 7.1A (being the subject of Resolution 2).

Resolutions 1 and 2 seek Shareholder ratification for the purpose of Listing Rule 7.4 for the issue of the 29,375,000 Placement Shares.

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2.2 Listing Rule 7.1 and 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 25 November 2024.

The issue of the Placement 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 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the date of the issue.

2.3

Listing Rule 7.4

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.

2.4 Technical information required by Listing Rule 14.1A

If Resolutions 1 and 2 are passed, the issue will be excluded in calculating the Company’s 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 the issue of the Placement Shares.

If Resolutions 1 and 2 are not passed, the issue will be included in calculating the Company’s 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 the issue of the Placement Shares.

2.5 Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities were issued or the basis on which those persons were identified/selected	The Tranche 1 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 Company at the time of 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 Securities issued	29,375,000 Placement Shares were issued.
Terms of Securities	The Placement Shares were 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 Securities were issued	11 December 2024.

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REQUIRED INFORMATION	DETAILS
Price or other consideration the Company received for the Securities	$0.04 per Placement Share.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue was to raise capital, which the Company intends to apply towards the purpose as set out in Section 1.2.
Summary of material terms of agreement to issue	The Placement Shares were not issued under an agreement.
Voting Exclusion Statement	A voting exclusion statement applies to Resolutions 1 and 2.
Compliance	The issue did not breach Listing Rule 7.1 and 7.1A.

3. RESOLUTIONS 3 TO 5 – APPROVAL FOR RELATED PARTY PARTICIPATION IN PLACEMENT

3.1 General

As set out in Section 1.1, the Related Parties, have each agreed to participate in the Placement for an aggregate of $175,000 on the same terms as the Tranche 1 Placement Participants ( Participation ).

The proposed allocations to each of the Related Parties under the Placement is as follows:

• (a) Resolution 3 : Mr David Trimboli (and/or his nominee(s)) for $75,000, being 1,875,000 Placement Shares and 625,000 Placement Options;

• (b) Resolution 4 : Mr James Fielding (and/or his nominee(s)) for $50,000, being 1,250,000 Placement Shares and 416,666 Placement Options; and

• (c) Resolution 5 : Mr Bill Peng (and/or his nominee(s)) for $50,000, being 1,250,000 Placement Shares and 416,666 Placement Options.

Resolutions 3 to 5 seek Shareholder approval for the issue of the Placement Securities to the Related Parties (and/or their nominee(s)) under the Placement as outlined above, as a result of the Participation.

3.2 Chapter 2E of the Corporations Act

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

• (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 Participation of each of Mr Trimboli, Fielding and Peng will result in the issue of Shares which constitutes giving a financial benefit and each of Mr Trimboli, Fielding and Peng are related parties of the Company by virtue of being Directors.

In respect of Resolution 3, the Directors (other than Mr Trimboli who has a material personal interest in Resolution 3) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation of Mr Trimboli because the Placement Securities will be issued to Mr Trimboli (and/or his nominee(s)) on the same terms as Placement Securities issued to non-related party participants in the Placement, and as such the giving of the financial benefit is on arm’s length terms.

In respect of Resolution 4, the Directors (other than Mr Fielding who has a material personal interest in Resolution 4) consider that Shareholder approval pursuant to Chapter 2E of the

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Corporations Act is not required in respect of the Participation of Mr Fielding because the Placement Securities will be issued to Mr Fielding (and/or his nominee(s)) on the same terms as Placement Securities issued to non-related party participants in the Placement, and as such the giving of the financial benefit is on arm’s length terms.

In respect of Resolution 5, the Directors (other than Mr Fielding who has a material personal interest in Resolution 5) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation of Mr Peng because the Placement Securities will be issued to Mr Peng (and/or his nominee(s)) on the same terms as Placement Securities issued to non-related party participants in the Placement, and as such the giving of the financial benefit is on arm’s length terms.

3.3 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:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

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

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

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The Participation 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.

Resolutions 3 to 5 seek Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

3.4 Technical information required by Listing Rule 14.1A

If Resolutions 3 to 5 are passed, the Company will be able to proceed with the issue of the Placement Securities under the Participation 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) and will raise additional funds which will be used in the manner set out in Section 1.2. 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 of the Placement Securities under the Participation will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 3 to 5 are not passed, the Company will not be able to proceed with the issue of the Placement Securities under the Participation and the additional $175,000 (before costs) will not be raised under the Placement.

3.5 Technical Information required by Listing Rule 10.13

REQUIRED INFORMATION	DETAILS
Name of the person to whom Securities will be issued	The Related Parties (and/or their nominee(s)).
Categorisation under Listing Rule 10.11	The Related Parties fall within the category set out in Listing Rule 10.11.1 given that each of Mr Trimboli, Mr Fielding and Mr Peng are related parties by virtue of being Directors.

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REQUIRED INFORMATION	DETAILS
	Any nominee(s) of the Related Parties who receive Placement Securities may constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Securities and class to be issued	The number of Placement Securities to be issued to the Related Parties is set out below: (a) 4,375,000 Placement Shares; and (b) 1,458,332 Placement Options.
Terms of Securities	The Placement Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The Placement Options will be issued on the terms and conditions set out in Schedule 1.
Date(s) on or by which the Securities will be issued	The Company expects to issue the Placement Securities to the Related Parties within 5 Business Days of the Meeting. In any event, the Company will not issue any Placement Securities to the Related Parties 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 Securities	$0.04 per Placement Share. The Placement Options will be issued at a nil issue price as they are free attaching to the Placement Shares under the Placement. The Company will not receive any other consideration for the issue of the Placement Options (other than in respect of funds received on exercise of the Placement Options).
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue is to raise capital (specifically, the additional $175,000 (before costs) to be raised under the Placement), which the Company intends to apply as set out in Section 1.2.
Summary of material terms of agreement to issue	The Placement Securities are not being issued under an agreement.
Voting exclusion statement	A voting exclusion statement applies to Resolutions 3 to 5.

4. RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS TO THE TRANCHE 1 PLACEMENT PARTICIPANTS

4.1 General

Resolution 6 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 9,791,667 Placement Options to the Tranche 1 Placement Participants.

4.2 Listing Rules 7.1 and 7.2

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

The proposed issue of the Placement Options falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

4.3 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Placement Options. In addition, the issue of the Placement Options 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.

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If Resolution 6 is not passed, the Company will not be able to proceed with the issue of the Placement Options.

4.4 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whom Securities will be issued or the basis on which those persons were or will be identified/selected	Tranche 1 Placement Participants who 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 Company at the time of committing to the Placement, has taken up more than 1% of the Company’s issued capital at the time of the Placement.
Number of Securities and class to be issued	The maximum number of Placement Options to be issued to the Tranche 1 Placement Participants is9,791,667. The terms and conditions of the Placement Options are set out in Schedule 1.
Terms of Securities	The Placement Options will be issued on the terms and conditions set out in Schedule 1.
Date(s) on or by which the Securities will be issued	The Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Placement Options will occur on the same date.
Price or other consideration the Company will receive for the Securities	The Placement Options will be issued at a nil issue price as they are free attaching to the Placement Shares under the Placement. The Company will not receive any other consideration for the issue of the Placement Options (other than in respect of funds received on exercise of the Placement Options).
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue of the Placement Options is to comply with the terms of the Placement.
[Summary of material terms of agreement to issue]	The Placement Options are not being issued under an agreement.
Voting exclusion statement	A voting exclusion statement applies to Resolution 6.

5. RESOLUTION 7 – APPROVAL TO ISSUE SHARES TO MR DAVID TRIMBOLI IN LIEU OF DIRECTOR’S FEES

5.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue 416,667 Shares to Mr David Trimboli (and/or his nominee(s)) ( Related Party Shares ) in lieu of director’s remuneration/fees payable to Mr Trimboli as at 31 December 2024.

Resolution 7 seeks Shareholder approval for the issue of the Related Party Shares.

5.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E is set out in Section 3.2 above.

The issue of the Related Party Shares 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 who has a material personal interest in Resolution 7) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not

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required in respect of the issue because the Related Party Shares will be made in lieu of fees and entitlements payable to Mr Trimboli in his capacity Non-Executive Director of the Company for the period from 1 September 2024 to 31 December 2024.

5.3 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 3.3 above.

The issue 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.

5.4 Technical information required by Listing Rule 14.1A

If Resolution 7 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 7 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 Technical information required by Listing Rule 10.13

REQUIRED INFORMATION	DETAILS
Name of the person to whom Securities will be issued	Mr David Trimboli (or his nominee(s))
Categorisation under Listing Rule 10.11	The recipient 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 recipient who receive Securities may constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Securities and class to be issued	416,667 Related Party Shares will be issued.
Terms of Securities	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 Securities 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 Securities	The Related Party Shares will be issued for nil cash consideration, in satisfaction of payment of the Director fees totalling $16,666,68 at a deemed issue price of $0.04 per Related Party 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 remunerate Mr Trimboli for his director’s fees in lieu of the Company paying these fees in cash, therefore no funds will be raised as a result of the issue of the Related Party Shares.
Current Remuneration Package	The current total remuneration package for David Trimboli is as follows: • Current annual remuneration received - $50,000

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REQUIRED INFORMATION	DETAILS
	• Securities currently held (before Share issue approval) – 22,134,796 Ordinary fully paid shares, 1,500,000 Options expiring 2 May 2027 @ $0.082 and 1,250,000 Options expiring 10 December 2026 @ $0.08. 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.
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 Resolution 7.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

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

Board means the current board of directors of the Company.

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

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

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

• (b) a child of the member’s spouse;

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

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means 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.

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 Statement means the explanatory statement accompanying the Notice.

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.

Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.

Meeting means the meeting convened by the Notice.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Participation has the meaning given in Section 3.1.

Placement has the meaning given in Section 1.1.

Placement Securities means Placement Shares and Placement Options.

Placement Shares has the meaning given in Section 1.1.

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Proxy Form means the proxy form accompanying the Notice.

Related Party Shares has the meaning given in Section 5.1.

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 Statement.

Security means a Share or Option.

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

Shareholder means a registered holder of a Share.

Tranche 1 Placement has the meaning given in Section 1.1.

Tranche 2 Placement has the meaning given in Section 1.1.

Tranche 1 Placement Participants has the meaning given in Section 1.1.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF THE PLACEMENT OPTIONS

(a) Entitlement

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

• (b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.08 ( Exercise Price ).

• (c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 30 January 2027 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

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

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(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.

(h) Shares issued on exercise

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

(i) Quotation of Shares issued on exercise

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

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(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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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) Monday, 10 February 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

Step 1 Appoint a Proxy to Vote on Your Behalf

Please mark

to indicate your directions

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 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 Wednesday, 12 February 2025 at 9.00am (Brisbane Time) and at any adjournment or postponement of that meeting.

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 Ratification of Prior Issue of Placement Shares – Listing Rule 7.1 Resolution 2 Ratification of Prior Issue of Placement Shares – Listing Rule 7.1A Resolution 3 Approval for Participation in Placement – Mr David Trimboli

Resolution 4 Approval for Participation in Placement – Mr James Fielding Resolution 5 Approval for Participation in Placement – Mr Bill Peng

Resolution 6 Approval to Issue Options to the Tranche 1 Placement Participants

• Resolution 7 Approval to Issue Shares to Mr David Trimboli in Lieu of Director’s Fees

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