AUDEARA LIMITED — Proxy Solicitation & Information Statement 2024

Mar 27, 2024

AUDEARA LIMITED ACN 604 368 443

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NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 9.00am (Brisbane Time) DATE : Tuesday, 30 April 2024 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, 28 April 2024.

NOTICE OF GENERAL MEETING

Notice is given that the 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, 30 April 2024 commencing at 9.00am (Brisbane Time) (the Meeting ).

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.

Shareholders are strongly encouraged to cast their vote by proxy prior to the Meeting in accordance with the instructions set out on pages 4 and 5 of this Notice to ensure their votes are counted. Should circumstances further change between the date of this Notice of Meeting and the proposed time of the Meeting, the Directors will further update Shareholders with the proposed next steps.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – ISSUE OF OPTIONS TO JAMES FIELDING AS A DIRECTOR

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, subject to the passing of Resolution 1, approval is given for the Company to issue 1,750,000 Options to James Fielding (or his nominee), 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.

2. RESOLUTION 2 – ISSUE OF OPTIONS TO HSIN-CHIEH (BILL) PENG AS A DIRECTOR

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, subject to the passing of Resolution 2, approval is given for the Company to issue 1,750,000 Options to Hsin-Chieh (Bill) Peng (or his nominee), 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.

3. RESOLUTION 3 – ISSUE OF OPTIONS TO DAVID TRIMBOLI AS A DIRECTOR

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

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, subject to the passing of Resolution 1, approval is given for the Company to issue1,500,000 Options to David Trimboli (or his nominee), 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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4. RESOLUTION 4 – SHARE ISSUE TO DAVID TRIMBOLI IN LIEU OF PAYMENT OF DIRECTOR’S FEES

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

“That for the purposes of Listing Rule 10.11 and for all other purposes, the Company be permitted and authorised to issue 592,332 Shares at a deemed issue price of $0.054, per Share in the Company to Mr David Trimboli (a Non-Executive Director of the Company), or his nominee, in lieu of cash Directors fees, on the terms and conditions set out in the Explanatory Statement.”

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

Dated: 11 March 2024

By order of the Board

Stephen Buckley, Company Secretary

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Voting Prohibition Statements

Resolution 1 – Issue of Options to James Fielding as a Director Resolution 2 - Issue of Options to Hsin-Chieh (Bill) Peng as a Director Resolution 3 - Issue of Options to David Trimboli as a Director Resolution 4 - Shares to be issued to David Trimboli in lieu of payment of Director’s Fees

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 1, 2, 3 and 4 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 1, 2, 3 and 4 Excluded Party. In accordance with section 250BD of the Corporations Act, person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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 – Issue of Options to James Fielding as a Director	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) or those persons.
Resolution 2 - Issue of Options to Hsin-Chieh (Bill) Peng as a Director	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) or those persons.
Resolution 3 - Issue of Options to David Trimboli as a Director	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) or those persons.
Resolution 4 - Shares to be issued to David Trimboli in lieu of payment of Director’s Fees	David Trimboli (or his nominee) 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 Company) or an associate of David Trimboli (or his nominee) or those persons.

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

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

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• (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.

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. Questions must be submitted in writing to the Company Secretary at least 48 hours before the Meeting, at 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:

• 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, 28 April 2024 .

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.

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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;

• 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, 28 April 2024 .

Corporate Representative

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

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

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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 pages 4 and 5 of this Notice.

1. RESOLUTION 1, RESOLUTION 2 AND RESOLUTION 3 – ISSUE OF OPTIONS TO DIRECTORS, JAMES FIELDING, HSIN-CHIEH (BILL) PENG AND DAVID TRIMBOLI

1.1 General

Resolution 1, Resolution 2, and Resolution 3 seek shareholder approval for the proposed issue of an aggregate of 5,000,000 Options ( Options ) to James Fielding, Hsin-Chieh (Bill) Peng and David Trimboli, the Directors of the Company, (or their nominee/s) on the terms and conditions set out below.

It is proposed that the Directors will receive the following Options:

• (a) 1,750,000 Options to James Fielding (or his nominee/s);

• (b) 1,750,000 Options to Hsin-Chieh (Bill) Peng (or his nominee/s); and

• (c) 1,500,000 Options to David Trimboli (or his nominee/s).

1.2 Director recommendation

Each Director has a material personal interest in the outcome of Resolutions 1 to 3 on the basis that all of the Directors (or their nominees) are to be issued Options should Resolutions 1 to 3 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 1 to 3 of this Notice.

1.3 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.

1.4 ASX 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:

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• 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 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.

Resolutions 1, 2 and 3 seek the required Shareholder approval for the issue of the Options under and for the purposes of Listing Rule 10.11.

1.5 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Company will be able to proceed with the issue of the Options to James Fielding 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 of the Options (because approval is being obtained under Listing Rule 10.11), the issue of the Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 1 is not passed, the Company will not be able to proceed with the issue of the Options under that Resolution.

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Options to Hsin-Chieh (Bill) Peng 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 of the Options (because approval is being obtained under Listing Rule 10.11), the issue of the Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Options under that Resolution.

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Options to David Trimboli 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 of the Options (because approval is being obtained under Listing Rule 10.11), the issue of the Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Options under that Resolution.

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

Pursuant to and in accordance with Listing Rule 10.13, and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 1, 2 and 3:

• (a) the Options will be issued to James Fielding, Hsin-Chieh (Bill) Peng and David Trimboli (or their nominee), who each fall within the category set out in Listing Rule 10.11.1 as each are a related party of the Company by virtue of being a Director;

• (b) the maximum number of Options to be issued is 5,000,000 and will be issued as follows:

• (i) James Fielding: 1,750,000 Options to be issued;

• (ii) Hsin-Chieh (Bill) Peng: 1,750,000 Options to be issued; and

• (iii) David Trimboli:1,500,000 Options to be issued,

• (c) the terms and conditions of the Options are set out in Schedule 1;

• (d) the Options will be issued no later than 1 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) and it is intended that issue of the Options will occur on the same date;

• (e) the issue price of the Options will be nil. The Company will not receive any other consideration in respect of the issue of the Options (other than in respect of funds received on exercise of the Options);

• (f) the purpose of the issue of the Options is to provide a performance linked short-term incentive component in the remuneration package for the Directors to motivate and reward their performance as a Director and to provide cost effective remuneration enabling 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;

• (g) the Options are unquoted Options. The Company has agreed to issue the Options to the Directors subject to Shareholder approval for the following reasons:

• (i) the Options are unquoted; therefore, the issue of the Options has no immediate dilutionary impact on Shareholders; and

• (ii) 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;

• (h) the number of Options to be issued to each of the Directors has been determined based upon a consideration of:

• (i) the remuneration of the Directors; and

• (ii) incentives to attract and ensure continuity of service of the Parties 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;

• (i) the current total remuneration package for James Fielding is $222,000 per annum (including statutory superannuation), comprising of directors’ fees/salary, together with additional reimbursement benefits. The Options (which have been valued as per Schedule 2) have an estimated value of $59,097.50;

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• (j) the current total remuneration package for Hsin-Chieh (Bill) Peng is $199,800 per annum (including statutory superannuation), comprising of directors’ fees/salary, together with additional reimbursement benefits. The Options (which have been valued as per Schedule 2) have an estimated value of $59,097.50;

• (k) the current total remuneration package for David Trimboli is $55,000 per annum, comprising of directors’ fees/salary, together with additional reimbursement benefits. The Options (which have been valued as per Schedule 2) have an estimated value of $50,655.00; and

• (l) the relevant interests of the Directors in securities of the Company as at the date of this Notice are set out below:

As at the date of this Notice

Director	Shares1	Options	Undiluted	Fully Diluted
James Fielding	8,326,892	1,250,0002	5.76%	6.55%
Hsin-Chieh (Bill) Peng	10,227,380	Nil	7.07%	7.00%
David Trimboli	16,998,878	300,0002	11.76%	11.84%

Post issue of the Options to Directors

Director	Shares1	Options
James Fielding	8,326,892	3,000,000
Hsin-Chieh (Bill) Peng	10,227,380	1,750,000
David Trimboli	16,998,878³	1,800,000

Notes:

1. Fully paid ordinary shares in the capital of the Company (ASX: AUA).

2. Unquoted Options exercisable at $0.30 each on or before 10 May 2024.

3. The Company notes that subject to Resolution 4 being passed by Shareholders, David Trimboli’s interest in Shares will increase to 17,591,210 Shares.

(m) if the Options issued to the Directors are exercised, a total of 5,000,000 Shares would be issued. This will increase the number of Shares on issue from 144,607,725 (being the total number of Shares on issue as at the date of this Notice) to 149,607,725 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 2.52%, comprising 0.98% by James Fielding, 0.93% by Hsin-Chieh (Bill) Peng and 0.61% by David Trimboli;

The market price for Shares during the term of the Options would normally determine whether 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.

(n) 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	$0.076	1 March 2023
Lowest	$0.028	24, 25 Janauary 2024

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Last $0.056 29 February 2024

• (o) 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 Resolutions 1 to 3; and

• (p) a voting exclusion statement is included in Resolutions 1 to 3 of the Notice.

2. RESOLUTION 4 – SHARE ISSUE TO DAVID TRIMBOLI IN LIEU OF PAYMENT OF DIRECTOR’S FEES

2.1 General

The purpose of Resolution 4 is to seek the approval of Shareholders for the issue of Shares to Mr David Trimboli (or his nominee(s)) in lieu of receipt of his Director fees in cash ( Fee Shares ).

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

Amount of Fees	Number of Shares to be issued in lieu of Director fees	Deemed issue price per Share
$31,985.93	592,332	$0.054

2.2 Directors’ Recommendation

The Directors (other than David Trimboli) do not have a material personal interest in the outcome of Resolution 4 due to the fact that they have no relevant interest in the Fee Shares and it is not proposed that they will be issued any Fee Shares.

The Directors (other than David Trimboli) recommend that Shareholders vote in favour of this Resolution 4 as the issue of the Fees Shares will fairly remunerate David Trimboli for his director services provided. Without the issue of the Fee Shares, the Company will be required to consider other mechanisms to properly remunerate David Trimboli, including the payment of the relevant director fees in cash, which may not be as cost effective for the Company.

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

2.3 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.

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

The Directors, other than David Trimboli, given his material personal interest in this Resolution 4, consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the issue of the Fee Shares is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

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2.4 Listing Rule 10.11

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

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

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

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

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

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

unless it obtains the approval of its shareholders.

The issue of the Fee Shares falls within Listing Rule 10.11.1 as David Trimboli is a Director of the Company and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11. Resolution 4 seeks the required Shareholder approval to the issue of the Fee Shares under and for the purposes of Listing Rule 10.11.

2.5 Information required by Listing Rule 10.11

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

10.13.1	The Fee Shares will be issued to David Trimboli (or his nominee(s)).
10.13.2	David Trimboli is a director of the Company and is thereby a related party of the Company under Listing Rule 10.11.1. If David Trimboli elects to have the Shares issued to his nominee(s), Listing Rule 10.11.4 applies.
10.13.3	The maximum number of Shares to be issued is 592,332.
10.13.4	The Fee Shares issued are fully paid ordinary shares.
10.13.5	The Fee Shares will be issued no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules).
10.13.6	The Fee Shares will be issued for nil cash consideration as they are being issued in lieu of David Trimboli’s Director fees totalling $31,985.93 accrued and owing to David Trimboli between 1 September 2023 and 29 February 2024 (at a deemed issue price of $0.054 per Share, being the 30-day Volume Weighted Average Market Price as applicable on 29 February 2024).
10.13.7	No funds will be raised from the issue of the Fee Shares except that the liability of the Company to pay the Directors fees, as set out above, will be extinguished.
10.13.8	The current total remuneration package for David Trimboli is as follows: • Current annual remuneration received - $55,500 • Securities currently held (before Share issue approval) – 16,998,878 Ordinary fully paid shares & 300,000 Options expiring 10 May 2024 @ $0.30

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	The purpose of the issue of the Fee Shares is to remunerate the Director in performing his role as a director of the Company and to conserve cash for the Company.
10.13.9	The Fee Shares are not issued under an agreement.
10.13.10	A voting exclusion statement is included for Resolution 4 in this Notice.

2.6 Technical information required by Listing Rule 14.1A

If Resolution 4 is approved, the Company will issue the Fee Shares to David Trimboli (or his nominee(s)) in lieu of his Director fees.

If Resolution 4 is not approved, the Company will not be able to issue the Fee Shares to David Trimboli in lieu of his Director fees. Accordingly, the Company may be required to implement alternative arrangements to remunerate David Trimboli including the payment of additional cash-based remuneration in recognition of his services and time commitments thereby reducing the available cash resources of the Company.

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GLOSSARY

$ means Australian dollars.

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.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

General Meeting or Meeting means the meeting convened by 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.

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

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.

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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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SCHEDULE 1: TERMS AND CONDITIONS OF OPTIONS

(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 being a 43% premium to the 30 (thirty) day volume weighted average market price of the Company’s shares (ASX:AUA) at the date of grant being when approval is given by shareholders at the General Meeting at which the option approvals are being sought ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00pm (Brisbane Time) on a day that is three 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

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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.

(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.

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(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.

(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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SCHEDULE 2: VALUATION OF OPTIONS

The Options to be issued to the Directors pursuant to Resolutions 1, 2 and 3 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:

ascribed the following value:
Assumption
Assumed grant date	29 February 2024
Assumed expiry date	28 February 2027
Share price at assumed grant date	$0.056
Exercise price	$0.077
Risk free rate %	3.74
Volatility %	106
Dividend yield %	nil
Fair value per Option	$0.03377
Total Value of Options Resolution 1 – James Fielding	$59,097.50
Total Value of Options Resolution 2 – Hsin-Chieh (Bill) Peng	$59,097.50
Total Value of Options Resolution 3 – David Trimboli	$50,655.00

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. The option exercise price may not be 7.7 cents as the exercise price of the Options being proposed for approval will have an exercise price being a 43% premium to the thirty day volume weighted average market price of the Company’s shares (ASX:AUA) at the date of grant being when approval is given by shareholders at the General Meeting at which the option approvals are being sought.

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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, 28 April 2024.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

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

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

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

Samples/000001/000001

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Audeara Limited hereby appoint the Chairman OR of the Meeting

XX

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the 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, 30 April 2024 at 9.00am (Brisbane Time) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 1, 2, 3 and 4 (except where I/we have indicated a different voting intention in step 2) even though Items 1, 2, 3 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 1, 2, 3 and 4 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

RESOLUTION	1	ISSUE OF OPTIONS TO JAMES FIELDING AS A DIRECTOR
RESOLUTION	2	ISSUE OF OPTIONS TO HSIN-CHIEH (BILL) PENG AS A DIRECTOR
RESOLUTION	3	ISSUE OF OPTIONS TO DAVID TRIMBOLI AS A DIRECTOR
RESOLUTION	4	SHARE ISSUE TO DAVID TRIMBOLI IN LIEU OF PAYMENT OF DIRECTOR’S FEES

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

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----- Start of picture text -----

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
----- End of picture text -----

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 General Meeting

The Audeara Limited General Meeting will be held on Tuesday, 30 April 2024 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, 28 April 2024.

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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/i12