BAYAN MINING AND MINERALS LIMITED - Proxy Solicitation & Information Statement 2023

13 January 2023

Dear Shareholder,

==> picture [94 x 127] intentionally omitted <==

GENERAL MEETING – NOTICE AND PROXY FORM

Notice is given that a General Meeting (“Meeting”) of Shareholders of Balkan Mining and Minerals Limited (ACN 646 716 681) (ASX: BMM; “BMM” or “the Company”) will be held as follows:

Time and date: 10.30 am (WST) on Monday, 13 February 2023

Location: The Parmelia Hilton Hotel, 14 Mill Street, Perth, Western Australia, 6000

As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting to shareholders unless a shareholder has requested to receive a hard copy. Instead, the Notice of Meeting and accompanying explanatory statement (“Meeting Materials”) are being made available to shareholders electronically and can be viewed and downloaded at the following link, www.balkanmin.com or from the ASX Company Announcements Platform at asx.com.au (ASX: BMM).

Shareholders are strongly encouraged to submit their Proxy Form to the Company’s share registry, Advanced Share Registry, using any of the following methods:

Online At www.advancedshare.com.au/investor-login

By mobile Scan the QR code on your proxy form and follow the prompts By mail Advanced Share Registry Ltd, PO Box 1156, Nedlands Western Australia 6909, By fax +61 8 6370 4203

Your proxy voting instruction must be received by 10:30 am (WST) on 11 February 2023 being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

Circumstances relating to COVID-19 can change rapidly and shareholders are urged to monitor applicable government guidance. The Company will update shareholders if changing circumstances will impact planning or the arrangements for the Meeting by way of announcement on ASX and the details will also be made available on our website.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the important Meeting documents.

In order to be able to receive electronic communications from the Company in future, please update the details of your shareholding online at www.advancedshare.com.au

The Meeting Materials are important and 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. If you have any difficulties obtaining a copy of the Meeting Materials please contact the Company’s share registry on +61 8 9389 8033.

Yours faithfully Harry Spindler

Company Secretary

Balkan Mining and Minerals Limited ASX:BMM ABN 67 646 716 681 Level 50, 108 St Georges Terrace, Perth WA 6000 T: +61 8 6109 6684 E: [email protected] www.balkanmin.com

BALKAN MINING AND MINERALS LIMITED ACN 646 716 681

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.30am (WST) DATE : Monday, 13 February 2023 PLACE : Parmelia Hilton Hotel 14 Mill Street Perth WA 6000

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 10.30am (WST) on 11 February 2023.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – ISSUE OF PERFORMANCE RIGHTS TO ROSS COTTON

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 3,000,000 Performance Rights to Ross Cotton (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

2. RESOLUTION 2 – ISSUE OF PERFORMANCE RIGHTS TO KARL SIMICH

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 5,800,000 Performance Rights to Karl Simich (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

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

Dated: 13 January 2023

By order of the Board

Harry Spindler Company Secretary

Voting Prohibition Statements

oting Prohibition Statements
Resolution 1– Issue of Performance Rights to Ross Cotton	A person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 2 – Issue of Performance Rights to Karl Simich	A person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and 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.

oting Prohibition Statements

Resolution 1– Issue of
Performance Rights to
Ross Cotton

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

Resolution 2 – Issue of
Performance Rights to
Karl Simich

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 Performance Rights to Ross Cotton	Ross Cotton (or his nominee) 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) or an associate of that person or those persons.
Resolution 2 – Issue of Performance Rights to Karl Simich	Karl Simich (or his nominee) 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) or an associate of that person or those persons.

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

(a) a person as 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
(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 (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (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.

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 of Meeting please do not hesitate to contact the Company Secretary on +61 (8) 6109 6684.

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. RESOLUTION 1 – ISSUE OF PERFORMANCE RIGHTS TO ROSS COTTON

1.1 General

As announced on 16 December 2022, the Company has agreed, subject to obtaining Shareholder approval, to issue 3,000,000 performance rights to Mr Ross Cotton (or his nominee) ( MD Performance Rights ), comprising:

(a) 1,000,000 Class F MD Performance Rights;
(b) 1,000,000 Class G MD Performance Rights; and
(c) 1,000,000 Class H MD Performance Rights,

pursuant to an amended consultancy agreement dated 15 December 2022 ( RC Consultancy Agreement ) on the terms and conditions set out below.

Resolution 1 seeks Shareholder approval for the issue of the MD Performance Rights to Mr Ross Cotton (or his nominee).

1.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of MD Performance Rights to Mr Cotton (or his nominee) constitutes giving a financial benefit and Mr Cotton is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Cotton who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of MD Performance Rights because the agreement to issue the MD Performance Rights, reached as part of the remuneration package for Mr Cotton, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

1.3 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 issue of MD Performance Rights 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.

Resolution 1 seeks the required Shareholder approval for the issue of the MD Performance Rights under and for the purposes of Listing Rule 10.11.

1.4 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 MD Performance Rights to Mr Cotton 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 MD Performance Rights (because approval is being obtained under Listing Rule 10.11), the issue of the MD Performance Rights 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 MD Performance Rights and the Company will be required to renegotiate the remuneration paid to Mr Cotton under the RC Consultancy Agreement.

1.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 1:

(a) the MD Performance Rights will be issued to Mr Cotton (or his nominee), who falls within the category set out in Listing Rule 10.11.1 as Mr Cotton is a related party of the Company by virtue of being a Director;
(b) the maximum number of MD Performance Rights to be issued is 3,000,000, comprising:
(i) 1,000,000 Class F MD Performance Rights;
(ii) 1,000,000 Class G MD Performance Rights; and (iii) 1,000,000 Class H MD Performance Rights;

(c) the terms and conditions of the MD Performance Rights are set out in Schedule 1;
(d) the MD Performance Rights 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 MD Performance Rights will occur on the same date;
(e) the issue price of the MD Performance Rights will be nil. The Company will not receive any other consideration in respect of the issue of the MD Performance Rights;
(f) the purpose of the issue of the MD Performance Rights is to provide a performance linked incentive component in the remuneration package for Mr Cotton to motivate and reward their performance as a Managing Director and to provide cost effective remuneration to Mr Cotton, 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 Mr Cotton;
(g) the current total base remuneration package for Mr Cotton is $300,000 per annum. If the MD Performance Rights are issued, the total remuneration package of Mr Cotton will increase by an estimated $766,0000, being the value of the MD Performance Rights based on the Company’s current valuation of the MD Performance Rights. The valuation of the MD Performance Rights is set out in Schedule 5. The ultimate value increase to Mr Cotton’s total remuneration package is subject to change and will be dependent by the valuation model inputs as at the date of Shareholder approval; and also the date of the achievement of the relevant MD Milestones;
(h) 1,800,000 Performance Rights and 1,750,000 Options (exercise price $0.50, expiry date 6 July 2024) have previously been issued to Mr Ross Cotton at the time of the Company’s listing on the ASX. Of the Performance Rights, 600,000 have been exercised. Refer to the Company’s 2022 Annual Report dated 29 September 2022 for further details;
(i) the MD Performance Rights are being issued to Mr Cotton under the RC Consulting Agreement. A summary of the material terms of the RC Consulting Agreement is set out in Schedule 2;
(j) no loan will be provided in relation to the issue of the MD Performance Rights; and
(k) a voting exclusion statement is included in Resolution 1 of the Notice.

2. RESOLUTION 2 – ISSUE OF PERFORMANCE RIGHTS TO KARL SIMICH

2.1 General

As announced on 16 December 2022, the Company has entered into an agreement with Mr Karl Simich dated 15 December 2022, to join the Board as a non-executive Director, tasked with a particular focus on strategy, corporate development and growth ( KS Consulting Agreement ).

Pursuant to the KS Consulting Agreement, the Company has agreed, subject to obtaining Shareholder approval, to issue 5,800,000 performance rights ( KS Performance Rights ) to Mr Karl Simich (or his nominee), comprising:

(a) 2,000,000 Class I KS Performance Rights;
(b) 800,000 Class J KS Performance Rights; and
(c) 3,000,000 Class K KS Performance Rights,

on the terms and conditions set out below.

Mr Simich’s appointment as a non-executive Director is conditional and will be effective on and from the date on which Shareholder approval for the issue of the KS Performance Rights is obtained.

Resolution 2 seeks Shareholder approval for the issue of the KS Performance Rights to Mr Karl Simich (or his nominee).

2.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of KS Performance Rights to Mr Simich (or his nominee) constitutes giving a financial benefit and Mr Simich is a related party of the Company by virtue of being a proposed Director.

The Directors (other than Mr Simich who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of KS Performance Rights because the agreement to issue the KS Performance Rights, reached as part of the remuneration package for Mr Simich, was negotiated prior to Mr Simich becoming a Director and as such is on an arm’s length basis.

2.3 Listing Rule 10.11

A summary of Listing Rule 10.11 is set out in Section 1.3 above.

The issue of the KS Performance Rights 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.

Resolution 2 seeks the required Shareholder approval for the issue of the KS Performance Rights under and for the purposes of Listing Rule 10.11.

2.4 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the KS Performance Rights to Mr Simich 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 KS Performance Rights (because approval is being obtained under Listing Rule 10.11), the issue of the KS Performance Rights 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 KS Performance Rights and Mr Simich will not join the Board as a nonexecutive Director.

2.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 2:

(a) the KS Performance Rights will be issued to Mr Simich (or his nominee), who falls within the category set out in Listing Rule 10.11.1 as Mr Simich is a related party of the Company by virtue of being a proposed Director;
(b) the maximum number of KS Performance Rights to be issued is 5,800,000, comprising:
(i) 2,000,000 Class I KS Performance Rights;
(ii) 800,000 Class J KS Performance Rights; and
(iii) 3,000,000 Class K KS Performance Rights;
(c) the terms and conditions of the KS Performance Rights are set out in Schedule 3;
(d) the KS Performance Rights 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 KS Performance Rights will occur on the same date;
(e) the issue price of the KS Performance Rights will be nil. The Company will not receive any other consideration in respect of the issue of the KS Performance Rights;
(f) the purpose of the issue of the KS Performance Rights is to provide a performance linked incentive component in the remuneration package for Mr Simich to motivate and reward his performance as a Director and to provide cost effective remuneration to Mr Simich, 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 Mr Simich;
(g) the proposed total base remuneration package for Mr Simich is $150,000, comprising of directors’ fees of $75,000 and a payment for strategic adviser services provided to the Company of $75,000. If the KS Performance Rights are issued, the total remuneration package of Mr Simich will increase by an estimated $1,645,500, being the value of the KS Performance Rights based on the Company’s current estimations. A valuation of these performance rights is set out in Schedule 5.

In addition, pursuant to the KS Consulting Agreement, In the event the Company achieves a market capitalisation of AUD$80,000,000 within three (3) years from the date that Shareholder approval is obtained for the KS Performance Rights ( Achievement ), Mr Simich (or his nominees) will be entitled to a performance bonus to the value of 2,200,000 fully paid ordinary shares of the Company as at the date of the Achievement ( Performance Bonus ). The Performance Bonus is payable by the Company to Mr Simich (or his nominees) in cash or (subject to Shareholder approval) by the issuing of the shares. The Company must seek Shareholder approval by calling a Shareholder meeting no later

than 40 days following the Achievement date. In the absence of Shareholder approval within the 40-day time period, the Company must pay the Performance Bonus in cash. Should the Company not achieve the Achievement within the relevant period, this Performance Bonus shall lapse.

Based on valuation models, the total remuneration package of Mr Simich will increase by an estimated additional $416,000, being the current estimated value of the Performance Bonus based on current estimations. A valuation of this Performance Bonus is in Schedule 5.

The ultimate value increase to Mr Simich’s total remuneration package as a result of the abovementioned KS Performance Rights and Performance Bonus will change and will be dependent by the valuation model inputs as at the date of Shareholder approval and also the date of the respective KS Milestones are achieved;

(h) no Performance Rights have previously been issued to Mr Simich;
(i) the KS Performance Rights are being issued to Mr Simich under the KS Consulting Agreement. A summary of the material terms of the KS Consulting Agreement is set out in Schedule 4;
(j) no loan will be provided in relation to the issue of the MD Performance Rights; and
(k) a voting exclusion statement is included in Resolution 2 of the Notice.

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:

(i) a spouse or child of the member;
(ii) a child of the member’s spouse;
(iii) a dependent of the member or the member’s spouse;
(iv) 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;
(v) a company the member controls; or
(vi) 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 Balkan Mining and Minerals Limited (ACN 646 716 681).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by 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.

KS Consultancy Agreement means the consulting agreement between the Company and Mr Karl Simich dated 15 December 2022.

KS Performance Rights means the performance rights to be issued to Mr Karl Simich on the terms set out in Schedule 3.

Listing Rules means the Listing Rules of ASX.

MD Performance Rights means the performance rights to be issued to Mr Ross Cotton on the terms set out in Schedule 1.

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

Proxy Form means the proxy form accompanying the Notice.

RC Consultancy Agreement means the consulting agreement between the Company and Mr Ross Cotton dated 15 December 2022.

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.

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

Shareholder means a registered holder of a Share.

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

SCHEDULE 1 – TERMS AND CONDITIONS OF THE MD PERFORMANCE RIGHTS

The terms and conditions of the MD Performance Rights to be issued to Mr Ross Cotton, subject to shareholder approval, are as follows:

1. Vesting Conditions

The vesting conditions attaching to the MD Performance Rights are as follows:

(a) Class F MD Performance Rights will vest upon the Company achieving a market capitalisation of no less than $40,000,000;
(b) Class G MD Performance Rights will vest upon the Company achieving a market capitalisation of no less than $80,000,000; and
(c) Class H MD Performance Rights will vest upon the Company achieving the successful return of a “commercial lithium drilling intersection”. A commercial drilling intersection is defined to be an ore grade and width discovery metric of 4 meters (a standard underground continuous mining width) of mineralisation in the form of lithium mineral containing +1.0% Li2O,

(each, a MD Milestone ).

Upon vesting, each RC Performance Right will, at the election of the holder, convert to Share (subject to compliance with the ASX Listing Rules and Corporations Act).

2. Notification to holder

The Company shall notify the holder in writing when the MD Milestone has been satisfied.

3. Conversion

Subject to paragraph 13, upon vesting, each RC Performance Right will, at the election of the holder, convert into one Share.

4. Share ranking

All Shares issued upon the vesting of MD Performance Rights will upon issue rank pari passu in all respects with other Shares.

5. Application to ASX

The MD Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a RC Performance Right on ASX within the time period required by the ASX Listing Rules.

6. Transfer of MD Performance Rights

The MD Performance Rights are not transferable.

7. Lapse of unvested MD Performance Rights

All MD Performance Rights which have not already vested, issued pursuant to the RC Consulting Agreement will automatically lapse where:

(a) the MD Milestone attaching to the relevant RC Performance Right has not been satisfied prior to the date which is three (3) years from the date of issue of the MD Performance Rights;
(b) unless otherwise determined by the Board in its sole and absolute discretion, the holder ceases employment with the Company in any of the following circumstances:
(i) the holder resigns from their employment or office;
(ii) the employment of the holder is terminated due to poor performance; or

(iii) the holder’s employment is terminated, or the holder is dismissed from their office due to:

(A) being convicted of any major criminal offence which brings the holder, or the Company or any of its related bodies corporate into lasting disrepute;
(B) committing any serious or persistent breach of any of the provisions contained in the Agreement and, if the breach is capable of remedy, is not remedied within 14 days of the receipt of written notice from the Company to the holder to do so;
(C) being found guilty of fraudulent or dishonest conduct in the performance of the holder’s duties, which in the reasonable opinion of the Company, effects the holder’s suitability for employment with the Company, or brings the holder or the Company into disrepute;
(D) being, in the reasonable opinion of the Board, absent in, or demonstrating incompetence with regard to the performance of their duties, or is neglectful of their duties or otherwise does not perform their duties in a satisfactory manner;
(E) being found guilty of any grave misconduct or wilful neglect in the discharge of their duties and the breach is not remedied within 28 days of the receipt of written notice from the Company to the holder to do so;
(F) being disqualified from managing corporations in accordance with Part 2D.6 of the Corporations Act or has committed any act that may result in the holder being banned from managing a corporation under the Corporations Act; or
(G) being of unsound mind or under the control of any committee or officer under any law relating to mental health; or
(c) unless otherwise determined by the Board in its sole and absolute discretion, the holder’s employment with the Company ceases for any reason other than the circumstances set out in paragraph 7(b).

8. Automatic conversion of unvested MD Performance Rights

To the extent the MD Performance Rights have not converted into Shares due to satisfaction of the relevant MD Milestone, the MD Performance Rights will accelerate vesting conditions and will automatically convert into Shares on a one-for-one basis, where:

(a) a takeover bid under Chapter 6 of the Corporations Act is made in respect of the Company and:
(i) has received acceptances for not less than 50.1% of the Company’s Shares on issue; and
(ii) has been declared unconditional by the bidder; or
(b) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies.

9. Participation in new issues

A RC Performance Right does not entitle a holder (in their capacity as a holder of a RC Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

10. Reorganisation of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed in a manner consistent with the applicable ASX Listing Rules and the Corporations Act at the time of reorganisation.

11. Adjustment for bonus issue

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) the number of Shares or other securities which must be issued on the conversion of a RC Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the RC Performance Right before the record date for the bonus issue.

12. Dividend and Voting Rights

The MD Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

13. Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a RC Performance Right under paragraph 3 would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that RC Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a RC Performance Right would result in a contravention of the General Prohibition:

(a) holders may give written notification to the Company if they consider that the conversion of a RC Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a RC Performance Right will not result in any person being in contravention of the General Prohibition; and
(b) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph 13(a) within seven days if the Company considers that the conversion of a RC Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a RC Performance Right will not result in any person being in contravention of the General Prohibition.

14. No rights to return of capital

A RC Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

15. Rights on winding up

A RC Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

16. No other rights

A RC Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms

SCHEDULE 2 – SUMMARY OF RC CONSULTING AGREEMENT

The material terms of the RC Consulting Agreement are set out below:

1.	Engagement	Mr Ross Cotton is employed as the Managing Director of the Company on a 24-month term (Term)
2.	Services	The services to be provided to the Company by Mr Cotton include: (a) managing, performing the Business including, without limitation: (b) implementing strategic duties of the CEO and tactical plans and managing operational functions delivering to achieve the Company’s goals and outcomes in accordance with the requirements of any budget or business plan approved objectives agreed by the Board (or its nominee); (c) formulating strategies to promote and improve and in the financial performance best interest of the Company Shareholders, (together, theServices).
3.	Remuneration	In consideration for providing the Services, the Company will pay to Mr Cotton $25,000 per month (exclusive of GST) (Fee). The Fee will be reviewed annually on by the Company in accordance with the policy of the Company for the annual review of salaries or fees paid to consultants and directors of the Company (Annual Review). At each Annual Review, the Fee shall be increased by not less than the percentage change in the consumer price index between the date of the Annual Review and the previous Annual Review or, if there has not been a previous Annual Review, 1 January 2023.
4.	Performance Rights	To incentivise Mr Cotton, the Company agrees to issue, subject to shareholder approval, the MD Performance Rights within 30 days of the execution of the RC Consulting Agreement: (a) 1,000,000 Class F MD Performance Rights; (b) 1,000,000 Class G MD Performance Rights; and (c) 1,000,000 Class H MD Performance Rights.
5.	Performance Based Bonuses	(a) In addition to the Annual Review, the Company may at any time during the Term pay to Mr Cotton a performance-based bonus over and above the Fee (Performance Based Bonus). (b) In determining the extent of any Performance Based Bonus, the Company shall take into consideration the key performance indicators of Mr Cotton and the Company, as the Company and Mr Cotton mutually agree and set from time to time, and any other matter that it deems appropriate.
6.	Termination by Mr Cotton	Mr Cotton may at his sole discretion terminate the Engagement by: (a) giving six (6) months written notice to the Company; or

		(b) giving one (1) month notice where a material reduction in the Fee or a material diminution in the responsibilities or powers assigned to Mr Cotton has occurred, whether or not accompanied by a reduction in the Fee, excluding any such reduction or diminution arising with Mr Cotton’s consent.
7.	Termination by the Company	The Company may at its sole discretion terminate the Engagement: (a) Immediately if at any time Mr Cotton is or goes into liquidation or makes a composition or arrangement with creditors generally or takes advantage of any statute for the relief of insolvent debtors; or (b) Immediately if at any time Mr Cotton: (i) is convicted of any major criminal offence which brings Mr Cotton or the Company or any of its related bodies corporate into lasting disrepute; (ii) commits any serious or persistent breach of any of the provisions contained in this Agreement and, if the breach is capable of remedy, is not remedied within 14 days of the receipt of written notice from the Company to Mr Cotton to do so; (iii) is found guilty of fraudulent or dishonest conduct in the performance of Mr Cotton’s duties, which in the reasonable opinion of the Company, effects Mr Cotton’s suitability for employment with the Company, or brings Mr Cotton or the Company into disrepute; (iv) in the reasonable opinion of the Board, is absent in, or demonstrates incompetence with regard to the performance of their duties under the agreement, or is neglectful of their duties under the agreement or otherwise does not perform their duties under the agreement in a satisfactory manner; (v) is guilty of any grave misconduct or wilful neglect in the discharge of their duties and the breach is not remedied within 28 days of the receipt of written notice from the Company to Mr Cotton to do so; (vi) has become disqualified from managing corporations in accordance with Part 2D.6 of the Corporations Act or has committed any act that may result in Mr Cotton being banned from managing a corporation under the Corporations Act; or (vii) is of unsound mind or under the control of any committee or officer under any law relating to mental health; or (c) by giving six (6) months written notice to Mr Cotton.

The RC Consulting Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations, warranties and confidentiality provisions).

SCHEDULE 3 – TERMS AND CONDITIONS OF THE KS PERFORMANCE RIGHTS

The terms and conditions of the KS Performance Rights to be issued to Mr Karl Simich, subject to shareholder approval, are as follows:

1. Vesting Conditions

The vesting conditions attaching to the KS Performance Rights are as follows:

(a) Class I KS Performance Rights will vest upon the Company achieving a market capitalisation of no less than AUD$40,000,000;
(b) Class J KS Performance Rights will vest upon the Company achieving a market capitalisation of no less than AUD$80,000,000; and
(c) Class K KS Performance Rights will vest upon the Company achieving the successful return of a “commercial lithium drilling intersection”. A commercial drilling intersection is defined to be an ore grade and width discovery metric of 4 meters (a standard underground continuous mining width) of mineralisation in the form of lithium mineral containing +1.0% Li2O,

(each, a KS Milestone ).

Upon vesting, each KS Performance Right will, at the election of the holder, convert to one Share (subject to compliance with the ASX Listing Rules and Corporations Act) which can be allotted or allocated to the holder or any nominee as advised by the holder to the Company.

2. Notification to holder

The Company shall notify the holder in writing when each relevant KS Milestone has been satisfied.

3. Conversion

Subject to paragraph 13, upon vesting, each KS Performance Right will, at the election of the holder, convert into one Share.

4. Share ranking

All Shares issued upon the vesting of KS Performance Rights will upon issue rank pari passu in all respects with other Shares.

5. Application to ASX

The KS Performance Rights will not be quoted on ASX. The Company must apply for the official quotation of a Share issued on conversion of a KS Performance Right on ASX within the time period required by the ASX Listing Rules.

6. Transfer of KS Performance Rights

The KS Performance Rights are not transferable.

7. Lapse of unvested KS Performance Rights

All KS Performance Rights which have not already vested will automatically lapse where:
(a) the KS Milestone attaching to the relevant KS Performance Right has not been satisfied prior to the date which is three (3) years from the date of issue of the KS Performance Rights;
- (i) unless otherwise determined by the Board in its sole and absolute discretion, the holder ceases employment with the Company in any of the following circumstances:
  - (A) the holder resigns from their employment or office; (B) the holder’s employment is terminated, or the holder is dismissed from their office due to:

(I) being convicted of any major criminal offence which brings the holder, or the Company or any of its related bodies corporate into lasting disrepute;
(II) committing any serious or persistent breach of any of the provisions contained in the Agreement and, if the breach is capable of remedy, is not remedied within 14 days of the receipt of written notice from the Company to the holder to do so;
(III) being found guilty of fraudulent or dishonest conduct in the performance of the holder’s duties, which in the reasonable opinion of the Company, effects the holder’s suitability for employment with the Company, or brings the holder or the Company into disrepute;
(IV) being found guilty at law of any grave misconduct or wilful neglect in the discharge of their duties and the breach is not remedied within 28 days of the receipt of written notice from the Company to the holder to do so;
(V) being disqualified from managing corporations in accordance with Part 2D.6 of the Corporations Act or has committed any act that may result in the holder being banned from managing a corporation under the Corporations Act; or
(VI) being of unsound mind or under the control of any committee or officer under any law relating to mental health.

8. Conversion of unvested KS Performance Rights

To the extent the KS Performance Rights have not vested or converted into Shares due to satisfaction of the relevant KS Milestone, the holder can elect for the KS Performance Rights to accelerate vesting conditions and convert into Shares on a one-for-one basis, where:

(a) the Company terminates the services of the holder for a reason not specified under paragraph 7(b) above, and shareholder approval is obtained, within 40 days of the termination of the holder’s employment, for the giving of a termination benefit pursuant to Section 200B of the Corporations Act and ASX Listing Rule 10.19;
(l) a takeover bid under Chapter 6 of the Corporations Act is made in respect of the Company:
(i) and has received acceptances for not less than 50.1% of the Company’s Shares on issue; or
(ii) has been declared unconditional by the bidder; or
(iii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies.

9. Participation in new issues

A KS Performance Right does not entitle a holder (in their capacity as a holder of a KS Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

10. Reorganisation of capital

11. Adjustment for bonus issue

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) the number of Shares or other securities which must be issued on the conversion of a KS Performance Right will be increased by the number of Shares or other securities which the holder would have received if the holder had converted the KS Performance Right before the record date for the bonus issue.

12. Dividend and Voting Rights

The KS Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or receive dividends.

13. Deferral of conversion if resulting in a prohibited acquisition of Shares

If the conversion of a KS Performance Right under paragraph 3 would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that KS Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a KS Performance Right would result in a contravention of the General Prohibition:

(a) holders may give written notification to the Company if they consider that the conversion of a KS Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a KS Performance Right will not result in any person being in contravention of the General Prohibition; and
(b) the Company may (but is not obliged to) by written notice to a holder request a holder to provide the written notice referred to in paragraph 13(a) within seven days if the Company considers that the conversion of a KS Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle the Company to assume the conversion of a KS Performance Right will not result in any person being in contravention of the General Prohibition.

14. No rights to return of capital

A KS Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

15. Rights on winding up

A KS Performance Right does not entitle the holder to participate in the surplus profits or assets of the Company upon winding up.

16. No other rights

A KS Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

SCHEDULE 4 – SUMMARY OF KS CONSULTING AGREEMENT

The material terms of the KS Consulting Agreement are set out below:

1.	Engagement	The Company engages Mr Simich as a non-executive Director and in a part-time role as a strategic advisor, effective on and from the date on which shareholder approval for the KS Performance Rights are obtained.
2.	Services	The non-executive director services to be provided to the Company by Mr Simich include: (a) services as a Director of the Company; (b) providing an independent perspective to the overall running of the Company; (c) constructively challenging and helping to develop proposals on strategy of the Company; (d) scrutinising the performance of management in meeting agreed goals and objectives and monitoring the reporting of performance; and (e) generally ensuring that the appropriate governance practices are in place for the Company, (together, theNon-executive Director Services). Mr Simich will also provide strategic advisor services to the Company, including: (a) discussion and participation in the formulation, together with the Board, of strategic and tactical planning and assisting in their implementation; (m) assisting the CEO or managing director in developing new opportunities and expanding the Company’s current activities and market share; and (n) retaining specialist consultants and advisers, (together, theStrategic Investor Services).
3.	Remuneration	(a) In consideration for the Non-executive Director Services provided by Mr Simich, the Company shall pay Mr Simich a fee of AUD$75,000 per annum exclusive of GST. (b) In consideration for the Strategic Advisor Services provided by Mr Simich, the Company shall pay Mr Simich a fee of AUD$75,000 per annum exclusive of GST.
4.	Performance Rights	To incentivise Mr Simich to enter into this Agreement, the Company agrees to issue, subject to ASX and shareholder approval, the following KS Performance Rights to Mr Simich (or his nominees): (a) 2,000,000 Class I KS Performance Rights; (b) 800,000 Class J KS Performance Rights; and (c) 3,000,000 Class K KS Performance Rights.
5.	Performance Bonus Incentive	In the event the Company achieves a market capitalisation of AUD$80,000,000 within three (3) years from the date that Shareholder approval is obtained for the KS Performance Rights (Achievement), Mr Simich(or his nominees)will be entitled to a

		performance bonus to the value of 2,200,000 Shares as at the date of the Achievement (Performance Bonus). The Performance Bonus is payable by the Company to Mr Simich(or his nominees) in cash or (subject to shareholder approval) by the issuing of the Shares. The Company must seek shareholder approval by calling a shareholder meeting no later than 40 days following the Achievement date. In the absence of shareholder approval within the 40-day time period, the Company must pay the Performance Bonus in cash. Should the Company not achieve the Achievement within the relevant period, the Performance Bonus shall no longer remain in force.
6.	Termination by either party	Either party may terminate the agreement for any reason by giving 30 days written notice to the other party.
7.	Termination by the Company	The Company may at its sole discretion terminate the Engagement without prior notice: (a) if at any time Mr Simich is or goes into liquidation or makes a composition or arrangement with creditors generally or takes advantage of any statute for the relief of insolvent debtors; or (o) if at any time Mr Simich: (i) is convicted of any major criminal offence which brings Mr Simich or the Company or any of its related bodies corporate into lasting disrepute; (ii) commits any serious or persistent breach of any of the provisions contained in the agreement and, if the breach is capable of remedy, is not remedied within 14 days of the receipt of written notice from the Company to Mr Simich to do so; (iii) is found guilty of fraudulent or dishonest conduct in the performance of Mr Simich's duties, which in the reasonable opinion of the Company, effects Mr Simich's suitability for employment with the Company, or brings Mr Simich or the Company into disrepute; (iv) is guilty of any grave misconduct or wilful neglect in the discharge of their duties and the breach is not remedied within 28 days of the receipt of written notice from the Company to Mr Simich to do so; (v) has become disqualified from managing corporations in accordance with Part 2D.6 of the Corporations Act or has committed any act that may result in Mr Simich being banned from managing a corporation under the Corporations Act; or (vi) is of unsound mind or under the control of any committee or officer under any law relating to mental health.

The KS Consulting Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations, warranties and confidentiality provisions).

SCHEDULE 5 – VALUATION OF MD & KS PERFORMANCE RIGHTS

The average value of the MD & KS Performance Rights has been determined applying a conventional approximation pricing model is summarised below, based on the following inputs as at 22 December 2022:

Risk-free rate: 3.29% (derived from the 3-year Commonwealth Treasury Bond Rate)
Volatility: 100%
Closing Share Price: $0.34 (closing ASX price on 22 December 2022)
Dividend Yield: 0.00% (based on actual dividends paid in the previous 12 months)

Based on the above factors, the value of the tranches of MD Performance Rights proposed to be issued to Mr Ross Cotton the subject of Resolution 1 is as follows:

	Number of	Est. Value
	Performance Rights	$
Class F:The Company achieving a market capitalisation of no less	1,000,000	237,100
than AUD$40,000,000 based on a 20-day volume weight average
price(“VWAP”).
Class G:The Company achieving a market capitalisation of no less	1,000,000	189,200
than AUD$80,000,000 based on a 20-day volume weight average
price(“VWAP”).
Class H:The Company achieving the successful return of a	1,000,000	340,000
“commercial lithium drilling intersection”. A commercial drilling
intersection is defined to be an ore grade and width discovery metric
of 4 meters (a standard underground continuous mining width) of
mineralisation in the form of lithium mineral containing+1.0% Li2O.

Notes: The valuation noted above is not necessarily the market price that the incentive Performance Rights could be traded at and is not automatically the market price for taxation or accounting purposes.

Based on the above factors, the value of the tranches of KS Performance Rights proposed to be issued to Mr Karl Simich the subject of Resolution 2 is as follows:

	Number of	Est. Value
	Performance Rights	$
Class I:The Company achieving a market capitalisation of no less	2,000,000	474,200
than AUD$40,000,000 based on a 20-day volume weight average
price(“VWAP”).
Class J:The Company achieving a market capitalisation of no less	800,000	151,360
than AUD$80,000,000 based on a 20-day volume weight average
price(“VWAP”).
Class K:The Company achieving the successful return of a	3,000,000	1,020,000
“commercial lithium drilling intersection”. A commercial drilling
intersection is defined to be an ore grade and width discovery metric
of 4 meters (a standard underground continuous mining width) of
mineralisation in the form of lithium mineral containing+1.0% Li2O.
Performance Bonus Shares:The Company achieving a market	2,200,000	416,240
capitalisation of no less than AUD$80,000,000 based on a 20-day
volume weight average price (“VWAP”) within three (3) years from
the date that Shareholder approval is obtained for the KS
Performance Rights .

Notes: The valuation noted above is not necessarily the market price that the Company’s Shares could be traded at and is not automatically the market price for taxation or accounting purposes.

==> picture [167 x 63] intentionally omitted <==

LODGE YOUR PROXY APPOINTMENT ONLINE

ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT

Lodge your proxy by scanning the QR code below, and enter your registered postcode.

It is a fast, convenient and a secure way to lodge your vote.

GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Balkan Mining And Minerals Limited and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of  PLEASE NOTE: If you leave the section blank, the OR the Meeting Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including 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 the Company to be held at Parmelia Hilton Hotel, 14 Mill Street, Perth WA 6000 on 13 February 2023 at 10.30 am (AWST) and at any adjournment or postponement of that Meeting.

Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

VOTING DIRECTIONS

	GENERAL MEETING PROXY FORM I/We being shareholder(s) of Balkan Mining AndMinerals Limitedand entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chair of the Meeting OR PLEASE NOTE:If you leave the section blank, the Chair of the Meeting will be your proxy. or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including 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 the Company to be held at Parmelia Hilton Hotel, 14 Mill Street, Perth WA 6000 on 13 February 2023 at 10.30 am (AWST)and at any adjournment or postponement of that Meeting. Chair’s voting intentions in relation to undirected proxies:The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.
	VOTING DIRECTIONS
STEP 2	Resolutions For Against Abstain*
	1 Issue of Performance Rights to Ross Cotton ◼ ◼ ◼
	2 Issue of Performance Rights to Karl Simich ◼ ◼ ◼



	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. 
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)

	Sole Director and Sole Company Secretary Director/CompanySecretary (Delete one) Director
	This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney,
	the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company,
	the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or 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 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.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10.30 am (AWST) on 11 February 2023, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.