Berkeley Energia Limited — Proxy Solicitation & Information Statement 2023

Jun 18, 2023

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19 June 2023

Dear Shareholder,

BERKELEY ENERGIA LIMITED – NOTICE OF GENERAL MEETING

Berkeley Energia Limited (the Company ) advises that a General Meeting ( Meeting ) will be held on 19 July 2023 at 10:00am (AWST) at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia 6000.

In accordance with 110D of the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Notice of Meeting (unless a shareholder has elected to receive documents in hard copy in accordance with the timeframe specified in section 110E(8) of the Corporations Act 2001 (Cth)).

A copy of the Notice of Meeting can be viewed and downloaded online as follows:

• the Company’s website: https://www.berkeleyenergia.com/investor-relations/announcements/.

• • the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “BKY”; or

• if you have provided an email address and have elected to receive electronic communications from the Company, you will receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting.

A copy of a Proxy Form is enclosed for convenience.

The Company intends to hold a physical meeting. The Company will notify shareholders of any changes to this by way of an announcement and the details will also be made available on our website.

The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your stock broker, investment advisor, accountant, solicitor or other professional adviser.

You may also, prior to the Meeting, obtain a paper copy of the Notice of Meeting (free of charge) by contacting the Company Secretary on +61 8 9322 6322 or by sending an email to info@berkeleyenergia.com.au.

Holders of Depositary Interests should complete and sign a Form of Instruction, which will be sent separately to each Holder of Depositary Interests, and return it by the time and in accordance with the instructions set out in the Form of Instruction. Holders on the Spanish Stock Exchange should contact their brokers to submit your vote in for Meeting. Holders of Depositary Interests and on the Spanish Stock Exchange will not be eligible to vote in person at the Meeting.

How do I update my communications preferences?

Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences, or sign up to receive your shareholder communications via email, please update your communication preferences with Computershare at https://wwwau.computershare.com/Investor/#Home or contact your broker.

Yours sincerely,

Dylan Browne Company Secretary Berkeley Energia Limited

Berkeley Energia Limited | LSE / ASX / BdM: BKY | ABN: 40 052 468 569 | www.berekeleyenergia.com SALAMANCA Carretera SA – 322, km 30, 37495 Retortillo, Salamanca, España | T: +34 923 193 903 PERTH Level 9, 28 The Esplanade, Perth WA 6000 | T: +61 8 9322 6322 | F: +61 8 9322 6558

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NOTICE OF GENERAL MEETING

A General Meeting of Berkeley Energia Limited will be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Wednesday, 19 July 2023 commencing at 10:00am (WST).

This Notice and the accompanying Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their stock broker, investment advisor, accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on + 61 8 9322 6322.

Shareholders are urged to attend or vote by lodging the Proxy Form attached to this Notice.

BERKELEY ENERGIA LIMITED ACN 052 468 569

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Berkeley Energia Limited ( Company ) will be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Wednesday, 19 July 2023 commencing at 10:00am (WST) ( Meeting ).

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

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Monday, 17 July 2023 at 5:00pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Approval to Issue Options to a Director – Mr Francisco Bellón

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

"That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 2,500,000 Options to Mr Francisco Bellón (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion:

The Company will disregard any votes cast in favour of the resolution by or on behalf of Mr Francisco Bellón (and/or his nominee) and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a Shareholder) or an associate of that person or those persons.

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

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

• (a) the Chairman as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or

• (b) a Shareholder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associated of a person excluded from voting on this Resolution; and

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

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

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• (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

2. Resolution 2 – Approval to Issue Options to a Director – Mr Robert Behets

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

"That for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 2,000,000 Options to Mr Robert Behets (and/or his nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion:

The Company will disregard any votes cast in favour of the resolution by or on behalf of Mr Robert Behets (and/or his nominee) and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a Shareholder) or an associate of that person or those persons.

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

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

• (b) the Chairman as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman decides; or

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

• (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associated of a person excluded from voting on this Resolution; and

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

In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

• (a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or

• (b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

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BY ORDER OF THE BOARD

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Dylan Browne Company Secretary

Dated: 19 June 2023

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BERKELEY ENERGIA LIMITED ACN 052 468 569

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Wednesday, 19 July 2023 at 10:00am (WST).

This Explanatory Memorandum forms part of this Notice which should be read in its entirety. This Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2:	Action to be taken by Shareholders
Section 3:	Resolution 1 – Approval to Issue Options to a Director – Mr Francisco Bellón
Section 3:	Resolution 2 – Approval to Issue Options to a Director – Mr Robert Behets
Schedule 1:	Definitions
Schedule 2:	Terms and Conditions of Options

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read this Notice (including this Explanatory Memorandum) carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to this Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions set out in the Proxy Form. Returning the Proxy Form to the Company will not preclude a Shareholder from attending or (subject to the voting exclusions set out in this Notice) voting at the Meeting in person.

Please note that:

• (a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a Shareholder; and

• (c) a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 10:00am (WST) on Monday, 17 July 2023, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Form of Instruction

Holders of Depositary Interests should complete and sign a separate Form of Instruction and return it by the time and in accordance with the instructions set out in the Form of Instruction. Holders on the Spanish Stock Exchange should contact their brokers to submit their vote in for Meeting. Holders of Depositary Interests and on the Spanish Stock Exchange will not be eligible to vote in person at the Meeting.

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3. Resolutions 1 and 2 – Approval to Issue Options to Directors – Mr Francisco Bellón and Mr Robert Behets

3.1 General

Resolutions 1 and 2 seeks Shareholder approval, for the purposes of Listing Rule 10.11 and for all other purposes, for the issue of up to 4,500,000 Options to certain Directors as follows:

• (a) 2,500,000 Options to Mr Francisco Bellón (and/or his nominee) (Resolution 1); and

• (b) 2,000,000 Options to Mr Robert Behets (and/or his nominee) (Resolution 2).

The Options are exercisable at A$0.65 per Option, subject to satisfaction of performance criteria, and expire on 30 June 2026. The Options are being issued to the Directors as an incentive to seek an award of the construction authorisation ( NSC II ) at the Company’s Salamanca Project.

The Options include a specific performance criteria that the grant of NSC II at the Company’s Salamanca Project must occur before the Options vest. As such, the Options granted to the Directors will only be of benefit if NSC II is granted and the value of the Company increases sufficiently to warrant exercising the Options.

Given the current status of the Company’s Salamanca Project and in the Company’s present circumstances, the Board considers that the issue of Options to certain Directors is a cost effective and efficient reward for the Company to make to appropriately incentivise the performance of certain Directors in seeking the possible award of NSC II at the Company’s Salamanca Project and to align Company and shareholder interests. The Option exercise price (of A$0.65) has been calculated on the 15-day VWAP of A$0.43 (on 14 June 2023) plus 50% of that 15-day VWAP.

The Options will, subject to Shareholder approval, be issued to Messrs Bellón and Behets (and/or their respective nominees) on the terms and conditions in Schedule 2.

Resolutions 1 and 2 are each an ordinary resolution.

The Chairperson intends to exercise all available proxies in favour of Resolutions 1 and 2.

3.2 Listing Rule 10.11

In accordance with Listing Rule 10.11, the Company must not issue securities to (amongst other persons) a related party of the Company unless it obtains Shareholder approval.

The proposed issue of aggregate 4,500,000 Options to Messrs Francisco Bellón and Robert Behets (and/or their respective nominees) falls within Listing Rule 10.11, as Messrs Bellón and Behets are related parties of the Company by virtue of being Directors, and does not fall within any of the exceptions in Listing Rule 10.12. The Company therefore requires the approval of Shareholders for the proposed issue of aggregate 4,500,000 Options to Messrs Bellón and Behets (and/or their respective nominees) pursuant to Listing Rule 10.11.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required, in accordance with Listing Rule 7.2 Exception 14.

If Resolutions 1 and/or 2 are passed, the Company will be able to proceed with the issuance of 2,500,000 Options and 2,000,000 Options to each of Messrs Bellón and Behets (and/or their respective nominees), respectively, without using up the Company's 15% placement capacity under Listing Rule 7.1.

If Resolutions 1 and/or 2 are not passed, the Company will not be able to proceed with the issuance of 2,500,000 Options and 2,000,000 Options to each of Messrs Bellón and Behets (and/or their respective nominees), respectively and the Company will need to find alternative measures to appropriately incentivise those Directors for the grant of NSC II.

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3.3 Specific information required by Listing Rule 10.13

Listing Rule 10.13 requires that the following information be provided to Shareholders for the purposes of obtaining shareholder approval for the issue of the Options:

• (a) the Options will be issued to:

• (i) Mr Francisco Bellón (and/or his nominee); and

• (ii) Mr Robert Behets (and/or his nominee);

• (b) Messrs Bellón and Behets are Directors of the Company and therefore are related parties of the Company under Listing Rule 10.11.1;

• (c) the maximum number of Options that will be issued to

• (i) Mr Bellón (and/or his nominee) is 2,500,000 Options (Resolution 1); and

• (ii) Mr Behets (and/or his nominee) is 2,000,000 Options (Resolution 2);

• (d) the Options are exercisable at A$0.65 per Option, subject to satisfaction of performance criteria, and expire on 30 June 2026. The material terms of the Options are detailed in Schedule 2;

• (e) the Options will be issued no later than 1 month (or such longer period of time as ASX may in its discretion allow) after the date of the Meeting;

• (f) each Option will be granted for nil consideration and no funds are being raised from the issue;

• (g) the Options are being issued as a cost effective and efficient reward for the Company to incentivise Messrs Bellón and Behets in relation to the grant of NSC II at the Company’s Salamanca Project;

• (h) details of Mr Messrs Bellón and Behets current remuneration packages are as follows:

• (i) Mr Bellón receives a fixed remuneration component of €220,000 per annum plus compulsory social security contributions regulated by Spanish law, as well as the provision of accommodation in Salamanca and a motor vehicle; and

• (ii) Mr Behets receives director fees of A$45,000 per annum inclusive of superannuation. Mr Behets also has a services agreement with the Company dated 18 June 2012, which provides for a consultancy fee at the rate of A$1,200 per day for management and technical services provided by Mr Behets; and

• (i) a voting exclusion statement is included in this Notice in respect of Resolutions 1 and 2.

3.4 Directors' Recommendation

The Board (excluding Mr Bellón) recommend that Shareholders vote in favour of Resolution 1.

The Board (excluding Mr Behets) recommend that Shareholders vote in favour of Resolution 2.

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Schedule 1 – Definitions

In this Notice and this Explanatory Memorandum, words importing the singular include the plural and vice versa. $ or $A means Australian Dollars.

• € means Euros.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors of the Company.

Cashless Exercise Facility has the meaning given in Schedule 2.

Chairperson means the person appointed to chair the Meeting convened by this Notice.

Closely Related Party means in relation to a member of a Key Management Personnel:

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

• (b) has the meaning given in section 9 of the Corporations Act.

Company means Berkeley Energia Limited ACN 052 468 569.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Exercise Price has the meaning given in Schedule 2.

Expiry Date has the meaning given in Schedule 2.

Explanatory Memorandum means this explanatory memorandum which forms part of this Notice.

Fraudulent or Dishonest Conduct means where, in the reasonable opinion of the Board, a Holder:

• (a) acts fraudulently or dishonestly;

• (b) wilfully breaches his or her duties to the Company or any member of the Group;

• (c) has, by any act or omission, in the opinion of the Board (determined in its absolute discretion):

• (i) brought the Company, the Group, its business or reputation into disrepute; or

• (ii) is contrary to the interest of the Company or the Group;

• (d) commits any material breach of the provisions of any employment contract entered into by the Holder with any member of the Group;

• (e) commits any material breach of any of the policies of the Group or procedures or any laws, rules or regulations applicable to the Company or Group;

• (f) is subject to allegations, has been accused of, charged with or convicted of fraudulent or dishonest conduct in the performance of the Holder's duties, which in the reasonable opinion of the relevant directors of the Group effects the Holder's suitability for employment with that member of the Group, or brings the Holder or the relevant member of the Group into disrepute or is contrary to the interests of the Company or the Group;

• (g) is subject to allegations, has been accused of, charged with or convicted of any criminal offence which involves fraud or dishonesty or any other criminal offence which Board determines (in its absolute discretion) is of a serious nature;

• (h) has committed any wrongful or negligent act or omission which has caused any member of the Group substantial liability;

• (i) has become disqualified from managing corporations in accordance with Part 2D.6 of the Corporations Act or has committed any act that, pursuant to the Corporations Act, may result in the Participant being banned from managing a corporation;

• (j) has committed serious or gross misconduct, wilful disobedience or any other conduct justifying termination of employment without notice;

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• (k) has wilfully or negligently failed to perform their duties under any employment contract entered into by the Participant with any member of the Group;

• (l) has engaged in a transaction which involves a conflict of interest to their employment with the Company resulting in the Participant or Former Participant obtaining a personal benefit;

• (m) accepts a position to work with a competitor of the Company or Group;

• (n) acts in such a manner that could be seen as being inconsistent with the culture and values of the Company or the Group; or

• (o) commits any other act that the Board determines in its absolute discretion to constitute fraudulent or dishonest by the Holder.

Group means the Company and any of its Related Bodies Corporate (as that term is defined in section 9 of the Corporations Act).

Holder has the meaning given in Schedule 2.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given to that term in the introductory paragraph of this Notice.

MITECO means the Ministry of Ecological Transition and Demographic Challenge or any similar body that has the power to approve the award of NSC II.

Notice means the notice of the Meeting and includes the agenda, Explanatory Memorandum and the Proxy Form.

NSC II has the meaning given in Section 3.1.

Option means an option which entitles the holder to acquire a Share, subject to the terms and conditions in Schedule 2.

Proxy Form means the proxy form attached to this Notice.

Relevant Interest has the meaning given in section 9 of the Corporations Act.

Resolution means a resolution proposed pursuant to this Notice.

Schedule means a schedule to this Explanatory Memorandum.

Section means a section of this Explanatory Memorandum.

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

Shareholder means a registered holder of a Share.

Takeover Bid has the meaning given in section 9 of the Corporations Act.

Vesting Conditions has the meaning given in Schedule 2.

VWAP means volume weighted average price.

WST means Australian Western Standard Time, being the time in Perth, Western Australia.

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Schedule 2 – Terms and Conditions of Options

Entitlement

• 1.1 Each Option entitles the holder of the Option ( Holder ) to subscribe for, or to be transferred, one Share on payment of the Exercise Price (if any) subject to the satisfaction of the Vesting Conditions.

Exercise Price, Expiry Date and Vesting Conditions

• 1.2 Each Option has the following Exercise Price, Expiry Date and Vesting Conditions:

HOLDER	NUMBER OF OPTIONS	EXERCISE PRICE (A$)	EXPIRY DATE	VESTING CONDITIONS
Mr Francisco Bellón	2,500,000	0.65	30 June 2026	Award of the Construction Authorisation (NSC II) by MITECO at the Salamanca Project
Mr Robert Behets	2,000,000	0.65	30 June 2026	Award of the Construction Authorisation (NSC II) by MITECO at the Salamanca Project

Exercise Period

• 1.3 If the Holder is prohibited from exercising vested Options under applicable law on or in the ten (10) business days before the Expiry Date, the Expiry Date for the Options is automatically extended to the date that is five (5) business days after the Holder is no longer prohibited under applicable law from exercising the Option.

Method of Exercise

• 1.4 The Options are exercisable by the Holder within the Exercise Period, subject to the Holder delivering to the registered office of the Company or such other address as determined by the Board of:

• 1.4.1 a signed notice of exercise; and

• 1.4.2 subject to the cashless exercise option, a cheque or cash or such other form of payment determined by the Board in its sole and absolute discretion as satisfactory for the amount of the Exercise Price (if any).

No Issue Unless Cleared Funds

• 1.5 Where a cheque is presented as payment of the Exercise Price on the exercise of Options, the Company will not, unless otherwise determined by the Board, allot and issue or transfer Shares until after any cheque delivered in payment of the Exercise Price has been cleared by the banking system.

Cashless Exercise of Options

• 1.6 Subject to clause 1.7, a Holder may elect to pay the Exercise Price for each Option by setting off the total Exercise Price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the Exercise Price has been set off.

• 1.7 If the Holder elects to use the Cashless Exercise Facility, the Holder will only be issued that number of Shares (rounded down to the nearest whole number) as is equal in value to the difference between the

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total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise calculated in accordance with the following formula:

𝑆= 𝑂×[ (𝑀𝑆𝑃−𝐸𝑃) ] 𝑀𝑆𝑃

Where:

• S

• = Number of Shares to be issued on exercise of the Options.

• O = Number of Options being exercised.

• MSP = Market value of the Shares calculated using the volume weighted average of the Shares on ASX for the 5 trading days immediately prior to (and excluding) the date of the notice of exercise.

EP = Exercise Price.

• 1.8 If the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (calculated in accordance with clause 1.7) is zero or negative, then a Holder will not be entitled to use the Cashless Exercise Facility.

Minimum Exercise

• 1.9 Options must be exercised in multiples of one hundred (100) unless fewer than one hundred (100) Options are held by a Holder or the Board otherwise agrees.

Actions on Exercise

• 1.10 Following the exercise of Options:

• 1.10.1 the Options will automatically lapse; and

• 1.10.2 the Company will allot and issue, or transfer, the number of Shares for which the Holder is entitled to subscribe for or acquire through the exercise of the Options.

Timing of the Issue of Shares on Exercise and Quotation

• 1.11 The Company must within twenty (20) business days after the later of the following:

• 1.11.1 receipt of a notice of exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised; and

• 1.11.2 when excluded information in respect of the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information. If there is no such information, the relevant date will be the date of receipt of a notice of exercise as detailed in clause 1.11.1 above,

the Company will:

• 1.11.3 allot and issue the Shares pursuant to the exercise of the Options;

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

• 1.11.5 apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

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• 1.12 Notwithstanding clause 1.11 above, the Company’s obligation to issue such Shares shall be postponed if such Holder at any time after the delivery of a notice of exercise and payment of the Exercise Price for each Option being exercised (if applicable) elects for the Shares to be issued to be subject to a holding lock for a period of twelve (12) months. Following any such election:

• 1.12.1 the Shares to be issued or transferred will be held by such Holder on the Company's issuer sponsored sub-register (and not in a CHESS sponsored holding); and

• 1.12.2 the Company will apply a holding lock on the Shares to be issued or transferred and such Holder is taken to have agreed to that application of that holding lock.

• 1.13 The Company shall release the holding lock on the Shares on the earlier to occur of:

• 1.13.1 the date that is twelve (12) months from the date of issue of the Share; or

• 1.13.2 the date the Company issues a disclosure document that qualifies the Shares for trading in accordance with section 708A(11) of the Corporations Act; or

• 1.13.3 the date a transfer of the Shares occurs pursuant to clause 1.14 of these terms and conditions.

• 1.14 Shares shall be transferable by such Holder and the holding lock will be lifted provided that the transfer of the Share complies with section 707(3) of the Corporations Act and, if requested by the Company, the transferee of the Shares agrees by way of a deed poll in favour of the Company to the holding lock applying to the Shares following its transfer for the balance of the period in clause 1.13.1.

Shares Issued on Exercise

• 1.15 Shares issued on the exercise of the Options rank equally with all existing Shares, including those Shares issued directly.

Quotation of the Shares Issued on Exercise

• 1.16 If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

Adjustment for Reorganisation

• 1.17 Subject to any applicable laws, the number of Options held by a Holder may, in the sole and absolute discretion of the Board, be determined to be such number as is appropriate and so that the Holder does not suffer any material detriment following any variation in the share capital of the Company arising from:

• 1.17.1 a reduction, subdivision or consolidation of share capital;

• 1.17.2 a reorganisation of share capital;

• 1.17.3

  • a distribution of assets in specie;

• 1.17.4 the payment of a dividend, otherwise than in the ordinary course, of an amount substantially in excess of the Company's normal distribution policy; or

• 1.17.5 any issue of ordinary shares or other equity securities or instruments which convert into ordinary shares by way of capitalisation of profits or reserves.

• 1.18 Upon any adjustment being made, the Board will notify each Holder (or his or her legal personal representative where applicable) in writing, informing them of the number of Options held by the relevant Holder.

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• 1.19 If there is any reorganisation of the issued share capital of the Company, the terms of Options and the rights of the Holder who holds such Options will be varied, including an adjustment to the number of Options and/or the Exercise Price (if any) applicable to Options, in accordance with the Listing Rules that apply to the reorganisation at the time of the reorganisation.

Holder in New Issues and Other Rights

• 1.20 A Holder who holds Options is not entitled to:

• 1.20.1 notice of, or to vote or attend at, a meeting of the Shareholders;

• 1.20.2 receive any dividends declared by the Company; or

• 1.20.3 participate in any new issues of securities offered to Shareholders during the term of the Options,

unless and until the Options are exercised and the Holder holds Shares.

Adjustment for Rights Issue

• 1.21 If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced 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 underlying Shares during the five (5) trading days ending on the day before the ex rights date or ex entitlements date.

• 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 new share.

Adjustment for Bonus Issue of Shares

1.22 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):

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

• 1.22.2 no change will be made to the Exercise Price.

Change of Control

• 1.23 For the purposes of these terms and conditions, a " Change of Control Event " occurs if:

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• 1.23.1 the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;

• 1.23.2 a Takeover Bid:

  • 1.23.2.1 is announced;

  • 1.23.2.2 has become unconditional; and

  • 1.23.2.3 the person making the Takeover Bid has a Relevant Interest in fifty percent (50%) or more of the issued Shares;

• 1.23.3 any person acquires a Relevant Interest in fifty and one-tenth percent (50.1%) or more of the issued Shares by any other means; or

• 1.23.4 the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.

• 1.24 Where a Change of Control Event has (i) occurred or (ii) been announced by the Company and, in the opinion of the Board, will or is likely to occur:

• 1.24.1 a Holder may exercise any or all of their Options, regardless of whether the Vesting Conditions have been satisfied, provided that no Option will be capable of exercise later than the Expiry Date; and

• 1.24.2 if the Board has procured an offer for all holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Change in Control Event and the Board has specified (in its absolute discretion) a period during which the holders of Options may elect to accept the offer and, if the holder has not so elected at the end of that offer period, the Options, if not exercised within 10 days of the end of that offer period, shall expire.

Lapse

• 1.25 Subject to the Board's discretion, the Options shall automatically be cancelled for no consideration where:

• 1.25.1 the Holder ceases to hold employment or office with the Company or Group member prior to the Vesting Condition being met;

• 1.25.2 the Holder is determined to have engaged in Fraudulent or Dishonest Conduct;

• 1.25.3 the applicable Vesting Conditions are not achieved by the relevant time;

• 1.25.4 the Board determines, in its reasonable opinion, that the Vesting Conditions have not been met or cannot be met within the relevant time;

• 1.25.5 the Expiry Date has passed;

• 1.25.6 the Board determines that the Holder has brought the Group into disrepute or acted contrary to the interest of the Company or Group;

• 1.25.7 the Holder has elected to surrender the Options; and

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• 1.25.8 the offer letter provides for the cancellation of the Options in any other circumstances.

Quotation

• 1.26 The Company will not seek official quotation of any Options.

No Transfer of Options

• 1.27 Options granted by the Company may not be assigned, transferred, encumbered with a Security Interest in or over them, or otherwise disposed of by a Holder, unless:

• 1.27.1 the prior consent of the Board is obtained, which consent may impose such terms and conditions on such assignment, transfer, encumbrance with a Security Interest or disposal as the Board sees fit; or

• 1.27.2 such assignment or transfer occurs by force of law upon the death or total and permanent disablement of a Holder to the Holder's legal personal representative.

Options to be Recorded

• 1.28 Options will be recorded in the appropriate register of the Company.

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BERKELEY ENERGIA LIMITED

ACN 052 468 569

==> picture [540 x 177] intentionally omitted <==

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

P R O X Y F O R M
The Company Secretary
Berkeley Energia Limited
By delivery: By post: By email: By facsimile:
Level 9, 28 The Esplanade PO Box Z5083 voting@berkeleyenergia.com +61 8 9322 6558
PERTH WA 6000 PERTH WA 6831
Name of Shareholder:
Address of Shareholder:
Number of Shares entitled to vote:
----- End of picture text -----

Please mark  to indicate your directions. Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting. Further instructions are provided overleaf.

– Step 1 Appoint a Proxy to Vote on Your Behalf

I/we being Shareholder/s of the Company hereby appoint:

The Chairperson (mark box)  OR write the name of the person or body corporate (excluding the if you are NOT appointing the Chairperson as your proxy, please registered shareholder) you are appointing as your proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairperson, as my/our proxy to act generally 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 a General Meeting of Berkeley Energia Limited to be held at the Conference Room, Ground Floor, 28 The Esplanade, Perth, Western Australia on Wednesday, 19 July 2023 commencing at 10:00am (WST) and at any adjournment or postponement of such meeting. If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is [ ]% of the Shareholder's votes / [ ] of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

Important – Chairperson authorised to exercise undirected proxies on remuneration related resolutions: The Chairperson intends to vote all available and undirected proxies in favour of all Resolutions. If the Chairperson is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the 'for', 'against' or 'abstain' box in relation to a Resolution, you will be expressly authorising the Chairperson to vote in accordance with the Chairperson's voting intentions on that Resolution even if that Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

– Step 2 Instructions as to Voting on Resolutions

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

	For	Against	Abstain*
Resolution 1 Approval to Issue Options to a Director – Mr Francisco Bellón
Resolution 2 Approval to Issue Options to a Director – Mr Robert Behets

• 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.

The Chairperson of the Meeting intends to vote all available and undirected proxies in favour of each Resolution.

– Step 3 Authorised signature/s

This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented.

Individual or Shareholder 1 Sole Director and Sole Company Secretary _______ Contact Name	Shareholder 2 Director _________ Contact Daytime Telephone	Shareholder 3
		Director/Company Secretary _______ Date

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by electronic email or by facsimile transmission at the Perth office of the Company (Level 9, 28 The Esplanade, Perth, WA, 6000, or by post to PO Box Z5083, Perth, WA, 6831 or by email at voting@berkeleyenergia.com or by facsimile (08) 9322 6558 if faxed from within Australia or +618 9322 6558 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).