AI assistant
BROOKSIDE ENERGY LIMITED — Proxy Solicitation & Information Statement 2026
Apr 22, 2026
64562_rns_2026-04-22_e3d9a429-b35e-4a58-b3c2-3a5aba1fee26.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
BROOKSIDE ENERGY LIMITED
ACN 108 787 720
NOTICE OF ANNUAL GENERAL MEETING
TIME: 10:00am (EST)
DATE: Friday, 29 May 2026
PLACE: West Tower Suite
Sofitel Melbourne on Collins
25 Collins Street
Melbourne Victoria 3000
This Notice of Annual General 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.
Should you wish to discuss the matters in this Notice of Annual General Meeting please do not hesitate to contact the Company Secretary Katherine Garvey on +61 8 6212 3500.
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 5:00pm WST on 27 May 2026.
IMPORTANT INFORMATION
Time and place of Meeting
Notice is given that the Meeting will be held at 10:00am (EST) on Friday, 29 May 2026 at the West Tower Suite, Sofitel Melbourne on Collins, 25 Collins Street, Melbourne Victoria 3000.
Your vote is important
The business of the Meeting affects your shareholding, and your vote is important.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
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 2001 (Cth) (Corporations Act), registered holders of a share (Shareholders) are advised that:
- each Shareholder has a right to appoint a proxy;
- the proxy need not be a Shareholder of the Company; and
- a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that the Corporations Act requires 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 of the meeting, who must vote the proxies as directed.
It is the Chair’s intention to vote all undirected proxies in favour of Resolutions 1, 3, 4 and 5, and against Resolution 2 (if the Spill Resolution is put to the Meeting).
Electronic Notice of Meeting
In accordance with the Corporations Amendment (Meetings & Documents) Act 2022 (Cth), the Company will not dispatch physical copies of the Notice of Annual General Meeting. Instead a copy of the Notice is available to be viewed and/or downloaded on the ASX market announcements platform at https://www2.asx.com.au/markets/trade-our-cash-market/announcements and enter ‘BRK’ at the prompt.
BUSINESS OF THE MEETING
AGENDA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 31 December 2025 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 31 December 2025.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition Statement:
A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:
(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
3. RESOLUTION 2 – CONDITIONAL SPILL RESOLUTION
Subject to, and conditional on, at least 25% of the votes cast on Resolution 1 being cast against Resolution 1, to consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
“That, for the purposes of sections 250U and 250V of the Corporations Act and for all other purposes, the Company hold an extraordinary general meeting of the Company (Spill Meeting) within 90 days of the passing of this Resolution at which:
(a) all the non-executive directors in office when the Directors’ Report for the financial year ended 31 December 2025 was approved and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and
(b) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting are put to the vote.”
Voting Prohibition Statement
A vote must not be cast on this Resolution by any member of the Key Management Personnel of the Company whose remuneration is included in the Remuneration Report, or a Closely Related Party of such member. However, such a person may cast a vote on this Resolution if:
(a) the person is appointed as proxy by writing that specifies how the proxy is to vote on the Resolution, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or
(b) the person is the Chair voting an undirected proxy and their appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected with the remuneration of the Key Management Personnel of the Company.
If you are a member of the Key Management Personnel of the Company or a Closely Related Party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.
- RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MR MICHAEL FRY
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That, for the purposes of clause 14.2 of the Constitution, ASX Listing Rule 14.5 and for all other purposes, Director Mr Michael Fry retires by rotation, and being eligible, is re-elected as a Director."
- RESOLUTION 4 – ELECTION OF DIRECTOR – MR CHRISTOPHER WEATHERL
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
"That Mr Christopher Weatherl, being a Director who was appointed by the Board to fill a casual vacancy and so retires in accordance with ASX Listing Rule 14.4 and the Constitution, and being willing and eligible for election, is hereby elected as a Director."
- RESOLUTION 5 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That the proportional takeover provisions in Rule 36 of the Constitution of the Company be renewed for a period of three (3) years from the date of this Meeting."
Dated: 22 April 2026
By order of the Board
Katherine Garvey
Company Secretary
EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether to pass the Resolutions.
- FINANCIAL STATEMENTS AND REPORTS
In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2025 together with the declaration of the directors, the directors’ report, the Remuneration Report, and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.brookside-energy.com.au.
- RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION) AND RESOLUTION 2 – CONDITIONAL SPILL RESOLUTION (CONDITIONAL RESOLUTION)
2.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.
Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the directors’ report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.
The Board notes that the Company received a ‘first strike’ in relation to the Remuneration Report following the 2024 annual general meeting (Previous Meeting).
The Board considers that the Company’s remuneration arrangements for FY2025, and as proposed for FY2026, are appropriate and reasonable having regard to the Company’s size, operational scale and complexity, prevailing market practice among comparable exploration and production companies, and the Company’s continued focus on aligning remuneration outcomes with operational performance, capital discipline and long-term Shareholder value.
2.2 Previous voting results
At the Previous Meeting the votes cast against the 2024 remuneration report considered at that meeting were greater than 25%, which constitutes a ‘first strike’ for the purposes of the Corporations Act. Of the votes cast at the Previous Meeting, 52.56% (or 14,642,298 votes) were cast for the adoption of the 2024 remuneration report and 47.44% (or 13,214,606 votes) were cast against it.
2.3 Conditional Spill Resolution (Resolution 2)
This Resolution is a conditional resolution and will only be put to Shareholders if at least 25% of the votes cast on Resolution 1 to adopt the 2025 Remuneration Report are cast against its adoption. If fewer than 25% of the votes cast are cast against its adoption, then there will be no ‘second strike’ and Resolution 2 will not be put to Shareholders.
If Resolution 2 is put to Shareholders, it will be considered as an ordinary resolution.
Messrs Michael Fry, Richard Homsany, Christopher Robertson and Christopher Weatherl, as non-executive Directors who remain in office at the time of the Spill Meeting (in the event Resolution 2 is put to Shareholders and carried as an ordinary resolution) will cease to hold office at the end of the Spill Meeting unless they are willing to stand for re-election and are re-elected at the Spill Meeting. As the Managing Director, Mr David Prentice is not subject to the Spill Resolution and will not cease to hold office, or be required to stand for re-election, at the Spill Meeting (if applicable).
The Board considers the following factors to be relevant to a Shareholder’s decision on how to vote on Resolution 2 if it is put to Shareholders at the Meeting:
- The current Board has the skills and experience to provide effective oversight to the Company and to represent Shareholders.
- The Director fees are on par with the general market for small cap oil and gas explorers.
- Convening a Spill Meeting would cause significant disruption, uncertainty and cost to the Company, which the Board does not consider would be in the best interests of the Company or its Shareholders.
If you do not want a Spill Meeting to take place, you should vote against Resolution 2. If you want a Spill Meeting to take place, you should vote for Resolution 2.
2.4 Voting consequences
If Resolution 2 is put to Shareholders and is passed, a Spill Meeting must be held within 90 days of the passing of Resolution 2. If Resolution 2 is put to Shareholders and is not passed, the Company will not be required to hold a Spill Meeting.
2.5 Proxy voting restrictions
Shareholders appointing a proxy for Resolution 1 and Resolution 2 (if applicable) should note the following:
| Proxy | Directions given | No directions given |
|---|---|---|
| Key Management Personnel^{1} | Vote as directed | Unable to vote^{3} |
| Chair^{2} | Vote as directed | Able to vote at discretion of Proxy^{4} |
| Other | Vote as directed | Able to vote at discretion of Proxy |
Notes:
- Refers to Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member.
- Refers to the Chair (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report), or a Closely Related Party of such a member).
- Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.
- The Proxy Form notes it is the Chair’s intention to vote all undirected proxies against Resolution 2, if it is put to Shareholders at the Meeting.
2.6 Board Recommendation
The Board recommends that Shareholders vote in favour of Resolution 1.
If Resolution 2 is put to Shareholders, the Board recommends that Shareholders vote against Resolution 2.
3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – MICHAEL FRY
3.1 General
ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.
The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.
Mr Michael Fry, who has served as a director since 20 April 2004, retires by rotation and seeks re-election.
3.2 Qualifications and experience
Mr Fry holds a Bachelor of Commerce degree from the University of Western Australia and is a past member of the Australian Stock Exchange. Mr Fry has extensive corporate and
commercial experience, financial and capital market knowledge, and a background in corporate treasury management.
3.3 Independence
If re-elected the Board considers Mr Fry will be an independent Director.
3.4 Board Recommendation
The Directors support the re-election of Mr Fry and recommend that Shareholders vote in favour of Resolution 3.
4. RESOLUTION 4 – ELECTION OF DIRECTOR – CHRISTOPHER WEATHERL
4.1 General
The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not exceed the maximum number specified by the Constitution.
Pursuant to the Constitution and ASX Listing Rule 14.4, any Director so appointed holds office only until the next following annual general meeting and is then eligible for election by Shareholders.
Mr Christopher Weatherl was appointed by the Board on 20 August 2025 and so retires in accordance with the Constitution and ASX Listing Rule 14.4 and, being eligible, seeks election at the Meeting.
If Resolution 4 is passed, Mr Christopher Weatherl will be re-elected as a Director. If Resolution 4 is not passed, Mr Christopher Weatherl will cease to act as a Director.
4.2 Qualifications and experience
Mr Weatherl is a Petroleum Engineer and highly experienced upstream oil and gas executive with more than 25 years of commercial, technical, operational, and leadership experience across multiple major U.S. and international basins. Mr Weatherl brings a deep understanding of U.S. shale business and a proven track record of delivering efficient, high-margin growth. His appointment is strongly aligned with Brookside’s strategy to unlock value from its high quality acreage in the SWISH Play, located in the southern Anadarko Basin, Oklahoma.
4.3 Independence
If elected the Board considers Mr Weatherl will be an independent Director.
4.4 Directors’ Recommendation
The Directors support the election of Mr Weatherl and recommend that Shareholders vote in favour of Resolution 4.
5. RESOLUTION 5 – RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS
5.1 Background
The Constitution contains proportional takeover provisions requiring Shareholders to approve any takeover offer for only a proportion of each Shareholder’s Shares (Rule 36).
These provisions are designed to assist Shareholders to receive proper value for their Shares if a proportional takeover bid is made for the Company.
In accordance with the Corporations Act and the Constitution, the proportional takeover provisions expire three years from their adoption or, if renewed, from the date of renewal.
The Company last renewed the proportional takeover provisions in Rule 36 of its Constitution at its annual general meeting on 26 May 2023. Accordingly, Rule 36 of the Constitution will cease to apply on 26 May 2026 if Shareholders do not approve the renewal of those provisions under this Resolution 5.
If renewed, the proportional takeover provisions will continue to apply on the same terms as the provisions which currently exist in the Constitution and will have effect for a period of three years, commencing on 29 May 2026. The proportional takeover provisions are set out in full in Annexure A to this Notice.
5.2 Effect
If a proportional takeover bid is made, the Directors must:
(a) Convene a general meeting no less than 14 days before the end of the bid period; and
(b) Allow Shareholders to vote on a resolution to approve the proportional takeover bid.
The bidder and its associates are not allowed to vote on that resolution.
If the resolution is rejected, binding acceptances are required to be rescinded, and all unaccepted offers and offers failing to result in binding contracts are taken to have been withdrawn.
If the bid is approved, the transfers resulting from the bid may be registered provided they comply with other provisions of the Corporations Act and the Constitution.
If no resolution is voted on by the above deadline, a resolution approving the bid is taken to have been passed.
The proportional takeover provisions do not apply to full takeover bids and will only apply until 29 May 2029, unless again renewed by Shareholders.
5.3 Reasons for renewing proportional takeover provisions
As a proportional takeover bid involves an offer for only a proportion of each Shareholder’s Shares, a bidder may acquire control of the Company:
(a) without Shareholders having the chance to sell all their Shares, leaving them as part of a minority interest in the Company; and
(b) without payment of an adequate control premium.
The Board considers that the proportional takeover provisions should be renewed as they lessen the risk of a bidder obtaining control without adequately compensating existing Shareholders as they allow Shareholders to decide collectively whether a proportional takeover bid is acceptable and appropriately priced.
5.4 Advantages and disadvantages
Advantages
Renewing the proportional takeover provisions provides Shareholders:
- the right to decide whether a proportional takeover bid should proceed;
- protection from being locked in as a minority Shareholder;
- increased bargaining power; and
- the view of majority of Shareholders which may assist individual Shareholders to decide whether to accept or reject an offer under proportional takeover bid.
Disadvantages
Renewing the proportional takeover provisions may:
- discourage proportional takeover bids;
- reduce Shareholders’ opportunities to sell Shares at a premium;
- restrict the ability of individual Shareholders to deal with their Shares as they see fit; and
- reduce the likelihood of a proportional takeover bid succeeding.
The Board considers that the potential advantages for Shareholders of the proportional takeover approval provisions outweigh the potential disadvantages.
5.5 Knowledge of acquisition proposals
As at the date of this Notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.
5.6 Directors’ Recommendation
The Directors unanimously recommend the Shareholders vote in favour of Resolution 5.
GLOSSARY
$ means Australian dollars.
Annual General Meeting or Meeting means the annual general meeting convened by the Notice.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
ASX Listing Rules means the Listing Rules of ASX.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
Company means Brookside Energy Limited (ACN 108 787 720).
Directors means the current directors of the Company.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
EST means Eastern Standard Time as observed in Melbourne, Victoria.
Explanatory Memorandum means the explanatory memorandum accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Notice or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Memorandum and the Proxy Form.
Ordinary Securities has the meaning set out in the ASX Listing Rules.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 31 December 2025.
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.
ANNEXURE A – PROPORTIONAL TAKEOVER PROVISIONS
36. PARTIAL TAKEOVER PLEBISCITES
36.1 Resolution to Approve Proportional Off-Market Bid
(a) Where offers have been made under a proportional off-market bid in respect of a class of securities of the Company (“bid class securities”), the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under the proportional off-market bid is prohibited unless and until a resolution (in this clause 36 referred to as a “prescribed resolution”) to approve the proportional off-market bid is passed in accordance with the provisions of this Constitution.
(b) A person (other than the bidder or a person associated with the bidder) who, as at the end of the day on which the first offer under the proportional off-market bid was made, held bid class securities is entitled to vote on a prescribed resolution and, for the purposes of so voting, is entitled to one vote for each of the bid class securities.
(c) A prescribed resolution is to be voted on at a meeting, convened and conducted by the Company, of the persons entitled to vote on the prescribed resolution.
(d) A prescribed resolution that has been voted on is to taken to have been passed if the proportion that the number of votes in favour of the prescribed resolution bears to the total number of votes on the prescribed resolution is greater than one half, and otherwise is taken to have been rejected.
36.2 Meetings
(a) The provisions of this Constitution that apply in relation to a general meeting of the Company apply, with modifications as the circumstances require, in relation to a meeting that is convened pursuant to this clause 36.2 as if the last mentioned meeting was a general meeting of the Company.
(b) Where takeover offers have been made under a proportional off-market bid, the Directors are to ensure that a prescribed resolution to approve the proportional off-market bid is voted on in accordance with this clause 36 before the 14th day before the last day of the bid period for the proportional off-market bid (the “resolution deadline”).
36.3 Notice of Prescribed Resolution
Where a prescribed resolution to approve a proportional off-market bid is voted on in accordance with this clause 36 before the resolution deadline, the Company is, on or before the resolution deadline:
(a) to give the bidder; and
(b) if the Company is listed – each relevant financial market (as defined in the Corporations Act) in relation to the Company;
a notice in writing stating that a prescribed resolution to approve the proportional off-market bid has been voted on and that the prescribed resolution has been passed, or has been rejected, as the case requires.
36.4 Takeover Resolution Deemed Passed
Where, at the end of the day before the resolution deadline, no prescribed resolution to approve the proportional off-market bid has been voted on in accordance with this clause 36, a resolution to approve the proportional off-market bid is to be, for the purposes of this clause 36, deemed to have been passed in accordance with this clause 36.
36.5 Takeover Resolution Rejected
Where a prescribed resolution to approve a proportional off-market bid under which offers have been made is voted on in accordance with this clause 36 before the resolution deadline, and is rejected, then:
(a) despite section 652A of the Corporations Act:
(i) all offers under the proportional off-market bid that have not been accepted as at the end of the resolution deadline; and
(ii) all offers under the proportional off-market bid that have been accepted and from whose acceptance binding contracts have not resulted as at the end of the resolution deadline,
are deemed to be withdrawn at the end of the resolution deadline;
(b) as soon as practicable after the resolution deadline, the bidder must return to each person who has accepted any of the offers referred to in clause 36.5(a)(ii) any documents that were sent by the person to the bidder with the acceptance of the offer;
(c) the bidder:
(i) is entitled to rescind; and
(ii) must rescind as soon as practicable after the resolution deadline,
each binding takeover contract resulting from the acceptance of an offer made under the proportional off-market bid; and
(d) a person who has accepted an offer made under the proportional off-market bid is entitled to rescind the takeover contract (if any) resulting from the acceptance.
36.6 Renewal
This clause 36 ceases to have effect on the third anniversary of the date of the adoption of the last renewal of this clause 36.
Brookside
Brookside Energy Limited | ABN 15 108 787 720
Proxy Voting Form
If you are attending the Meeting in person, please bring this with you for Securityholder registration.
Your proxy voting instruction must be received by 10:00am (AEST) on Wednesday, 27 May 2026, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company's share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.
STEP 1 - APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item 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 item 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 the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
Individual: Where the holding is in one name, the Shareholder must sign.
Joint holding: Where the holding is in more than one name, all Shareholders should sign.
Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.
Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.
Email Address: Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate 'Appointment of Corporate Representative' should be produced prior to admission. A form may be obtained from the Company's share registry online at https://automicgroup.com.au.
Lodging your Proxy Voting Form:
Online
Use your computer or smartphone to appoint a proxy at
https://investor.automic.com.au/#/loginsah or
scan the QR code below using your smartphone
Login & Click on 'Meetings'. Use the
Holder Number as shown at the top of this Proxy Voting Form.

BY MAIL:
Automic
GPO Box 5193
Sydney NSW 2001
IN PERSON:
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
BY EMAIL:
BY FACSIMILE:
+61 2 8583 3040
All enquiries to Automic:
WEBSITE:
https://automicgroup.com.au
PHONE:
1300 288 664 (Within Australia)
+61 2 9698 5414 (Overseas)
AT AUTOMIC
BRK
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Brookside Energy Limited, to be held at 10:00am (AEST) on Friday, 29 May 2026 at West Tower Suite, Sofitel Melbourne on Collins, 25 Collins Street Melbourne Victoria 3000 hereby:
Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof.
Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf.
The Chair intends to vote all undirected proxies in favour of Resolutions 1, 3, 4 and 5 and against Resolution 2 (if the Spill Resolution is put to the Meeting).
Unless indicated otherwise by marking the "for", "against" or "obstain" box you will be authorising the Chair to vote in accordance with the Chair's voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 2 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 2 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
| Resolutions | For | Against | Abstain | |
|---|---|---|---|---|
| 1 | ADOPTION OF REMUNERATION REPORT | ☐ | ☐ | ☐ |
| 2 | CONDITIONAL SPILL RESOLUTION | ☐ | ☐ | ☐ |
| 3 | RE-ELECTION OF DIRECTOR – MR MICHAEL FRY | ☐ | ☐ | ☐ |
| 4 | ELECTION OF DIRECTOR – MR CHRISTOPHER WEATHERL | ☐ | ☐ | ☐ |
| 5 | RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS | ☐ | ☐ | ☐ |
| Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll. |
STEP 3 - Signatures and contact details

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).