DEEP YELLOW LIMITED — AGM Information 2024

Oct 13, 2024

==> picture [168 x 44] intentionally omitted <==

Notice of Annual General Meeting, Explanatory Statement and Proxy Form

Deep Yellow Limited

ACN 006 391 948

Venue

University Club of WA Entrance 1 Hackett Drive Crawley, Western Australia

Time and Date

12.00pm (AWST) Friday, 15 November 2024

IMPORTANT NOTE

The Notice of Annual General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting.

==> picture [134 x 35] intentionally omitted <==

==> picture [455 x 137] intentionally omitted <==

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

|||
|---|---|
|Contents|Page|
|Notice of Annual General Meeting .......................................................................................... 3|
|Meeting and Voting Information .............................................................................................. 7|
|Explanatory Statement ......................................................................................................... 10|
|Glossary .............................................................................................................................. 22|
|Schedule 1 - Summary of Loan Share Plan ............................................................................ 25|

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

Important Dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and are subject to change.

==> picture [455 x 121] intentionally omitted <==

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

|||
|---|---|
|Event|Date|
|Last day for receipt of Proxy Forms –|12.00pm (AWST) Wednesday, 13 November 2024|
|Proxy Forms received after this time|
|will be disregarded.|
|Snapshot date for eligibility to vote|4.00pm (AWST) Wednesday, 13 November 2024|
|Annual General Meeting|12.00pm (AWST) Friday, 15 November 2024|

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

Voting

In compliance with ASX guidelines, each Resolution will be decided by poll, based on votes by Shareholders in attendance at the Annual General Meeting (in person or by proxy/attorney). Shareholders are strongly encouraged to vote by lodging the proxy form attached to this Notice of Meeting in accordance with the instructions set out on that form by no later than 12.00pm (AWST) on Wednesday, 13 November 2024 .

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

2

==> picture [134 x 35] intentionally omitted <==

Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Deep Yellow Limited (ACN 006 391 948) ( Company ) will be held at the University Club of WA, Entrance 1, Hackett Drive, Crawley, Western Australia at 12.00pm (AWST) on Friday, 15 November 2024 .

Agenda

Ordinary Business
Receive and	To receive and consider the annual financial report, Directors’ Report
Consider Reports	and Auditor’s Report of the Company for the financial year ended
	30 June 2024, as contained in the Company’s 2024 Annual Report.
Resolution 1	To consider and, if thought fit, to pass with or without amendment, the
	following resolution as anordinary resolution:
Adoption of
Remuneration	That for the purposes of section 250R(2) of the Corporations Act
Report	and for all other purposes, the Remuneration Report for the
(advisory only)	financial year ended 30 June 2024, as contained in the
	Company’s 2024 Annual Report, be adopted by the Company.
	Note:This Resolution is advisory only and does not bind the Company
	or the Directors.
Resolution 2	To consider and, if thought fit, to pass with or without amendment, the
	following resolution as anordinary resolution:
Re-election of
Director by	That for the purpose of Listing Rules 14.4 and 14.5, clause 6.1(i)
Rotation – Gillian	of the Constitution and for all other purposes, Gillian Swaby, a
Swaby	Director who retires by rotation in accordance with clause
	6.1(f)(i) of the Constitution and, being eligible, offers herself for
	re-election, is re-elected as a Director.

Special Business
Resolution 3	To consider and, if thought fit, to pass with or without amendment, the
	following resolutions as anordinary resolution:
Approval to issue
2024 Loan Shares	That, for the purposes of Listing Rule 10.14 and for all other
and provision of	purposes, Shareholders approve the issue of up to 1,186,066
Loan to John	Loan Shares and the provision of a Loan to assist in acquiring the
Borshoff,	2024 Loan Shares, under the Loan Share Plan, to Managing
Managing Director	Director, John Borshoff (or his nominee), a related party of the
(or his nominee)	Company for the purposes of the Listing Rules, in the manner
under Loan Share	and on the terms and conditions set out in the Explanatory
Plan	Statement.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

3

==> picture [134 x 35] intentionally omitted <==

Special Business Resolution 4

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

Approval to issue 2024 Loan Shares That, for the purposes of Listing Rule 10.14 and for all other and provision of purposes, Shareholders approve the issue of up to 506,925 Loan Loan to Gillian Shares and the provision of a Loan to assist in acquiring the 2024 Swaby, Executive Loan Shares, under the Loan Share Plan, to Director, Gillian Director (or her Swaby (or her nominee), a related party of the Company for the nominee) under purposes of the Listing Rules, in the manner and on the terms Loan Share Plan and conditions set out in the Explanatory Statement.

Voting Prohibitions and Exclusion Statements

Corporations Act Voting Prohibitions	Corporations Act Voting Prohibitions
Resolution	Excluded Persons	Exceptions
Resolution 1	For the purposes of sections 250BD	A vote is not prohibited and will not be
	and 250R(4) of the Corporations Act,	disregarded if the vote			is cast by a
	a vote on the Resolution must not be	proxy on behalf of a person entitled to
	cast, and the Company will disregard	vote on the Resolution:
	votes cast:
		•	in accordance		with	the
	• by or on behalf of a member of		directions on how	the proxy is to
	Key Management Personnel, the		vote, as specified		in the proxy
	details of whose remuneration is		appointment; or
	included in the Remuneration
	Report or their Closely Related	•	by the Meeting		Chair	in
	Parties, regardless of the		accordance with		the express
	capacity in which the vote is		authorisation in		the proxy
	cast; or		appointment to	exercise		the
			proxy even though it is			in
	• by a proxy for a member of Key		connection	with		the
	Management Personnel at the		remuneration of	a	member of
	date of the Meeting or their		Key Management Personnel.
	Closely Related Parties.
	Any ineligible votes will not be
	counted in working out a percentage
	of votes cast or whether the
	Resolution is approved.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

4

==> picture [134 x 35] intentionally omitted <==

Corporations Act Voting Prohibitions	Corporations Act Voting Prohibitions
Resolution	Excluded Persons	Exceptions
Resolutions 3	In accordance with section 250BD of	The prohibition does not apply if:
and 4	the Corporations Act, a person
	appointed as a proxy must not vote,	•	the proxy is the Meeting Chair; or
	on the basis of that appointment, on the Resolution if:	•	the appointment expressly authorises the Meeting Chair to
	• the proxy is either a member of		exercise the proxy even though
	the Key Management Personnel,		the Resolution is in connection
	or a Closely Related Party of		directly or indirectly with
	such a member; and		remuneration of a member of
			the Key Management Personnel.
	• the appointment does not
	specify the way the proxy is to
	vote on the Resolution.
Listing Rule Voting Exclusion Statements
Resolutions 3	For the purposes of Listing Rules	The	Company need not disregard a
and 4	10.15.12 and 14.11, the Company will	vote cast in favour of the Resolution if
	disregard any votes cast in favour of	it is cast by:
	the Resolution by or on behalf of a
	person referred to in:	•	a person as a proxy or attorney
			for a person who is entitled to
	• Listing Rule 10.14.1 (i.e.		vote on the Resolution, in
	Directors);		accordance with the directions
			given to the proxy or attorney to
	• Listing Rule 10.14.2 (i.e. an		vote on the Resolution in
	Associate of a Director); or		that way;
	• Listing Rule 10.14.3 (i.e. a	•	the Meeting Chair as proxy or
	person whose relationship with		attorney for a person who is
	the Company or a person		entitled to vote on the
	referred to in Listing Rules		Resolution, in accordance with a
	10.14.1 or 10.14.2 is such that,		direction given to the Meeting
	in ASX’s opinion, the acquisition		Chair on the Resolution as the
	should be approved by security		Meeting Chair decides; or
	holders),
		•	a holder acting solely in a
	who is eligible to participate in the		nominee, trustee, custodial or
	Loan Share Plan or the Awards Plan,		other fiduciary capacity on
	or an ‘associate’ (as defined in the		behalf of a beneficiary provided
	Listing Rules) of that person.		the following conditions are
			met:
			o

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

5

==> picture [134 x 35] intentionally omitted <==

Listing Rule Voting Exclusion Statements	Listing Rule Voting Exclusion Statements
Resolutions 3	In relation to Resolutions 3 and 4, this	o	the beneficiary provides
and 4	includes John Borshoff (and his		written confirmation to the
(continued)	nominee) and Gillian Swaby (and her		holder that the beneficiary
	nominee).		is not excluded from voting,
			and is not an ‘associate’ (as
			defined in the Listing Rules)
			of a person excluded from
			voting, on the Resolution;
			and
		o	the holder votes on the
			Resolution in accordance
			with directions given by the
			beneficiary to the holder to
			vote in that way.

Explanatory Statement

For further information in relation to the items of business to be considered at the Meeting, please refer to the Explanatory Statement which accompanies this Notice. The Explanatory Statement forms part of this Notice.

Glossary

Unless inconsistent with the context, capitalised terms used in this Notice will have the meanings given to them in the Glossary of Terms set out in the Explanatory Statement.

By order of the Company’s Board of Directors.

==> picture [84 x 45] intentionally omitted <==

Susan Park

Company Secretary 14 October 2024

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

6

==> picture [134 x 34] intentionally omitted <==

Meeting and Voting Information

Item	Details
Voting	The Board has determined that, for the purposes of voting at the Meeting,
Entitlement	Shares will be taken to be held by persons who are registered as the
	holders of Shares at4.00pm (AWST) on Wednesday, 13 November 2024.
Participation	The Meeting will be a physical meeting held at the University Club of WA,
	Entrance 1, Hackett Drive, Crawley, Western Australia. Shareholders will
	not be able to attend and participate online.
Appointment of	A Shareholder that is a corporation may appoint an individual to act as its
Corporate	representative in accordance with section 250D of the Corporations Act.
Shareholder	The Shareholder must lodge a satisfactory and duly executed appointment
Representatives	document with the Securities Registry in accordance with the instructions
	below.
Appointment of	A Shareholder may appoint an attorney to act on the Shareholders’ behalf
Attorneys	at the Meeting. To do so, the Shareholder must lodge a duly executed
	power of attorney with the Securities Registry in accordance with the
	instructions below.
Appointment of	A Shareholder entitled to attend and vote at the Meeting is entitled to
Proxies	appoint up to two proxies. A proxy does not need to be a Shareholder.
	To appoint a second proxy, a Shareholder must state on each Proxy Form
	(in the appropriate box) the percentage of voting rights which are the
	subject of the relevant proxy. If both Proxy Forms do not specify that
	percentage, each proxy may exercise half the Shareholder’s votes.
	Fractions of votes will be disregarded.
	Appointing the Meeting Chair as proxy
	Shareholders may appoint the Meeting Chair as their proxy by marking the
	relevant box on the Proxy Form. Proxy Forms submitted without specifying
	the name of the proxy or expressly nominating the Meeting Chair as proxy
	will be deemed an appointment of the Meeting Chair. The Meeting Chair
	will be deemed proxy for a Shareholder if the proxy named in the Proxy
	Form does not attend the Meeting.
	Directing a proxy how to vote
	Shareholders may direct a proxy whether to vote for or against, or to
	abstain from voting, on a Resolution by marking the relevant box on the
	Proxy Form. Shareholders may also specify the proportion or number of
	votes that a proxy may exercise. All votes must be cast in accordance with
	such directions.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

7

==> picture [134 x 34] intentionally omitted <==

Item	Details
	Directing a proxy how to vote (continued)
	Directed proxies that are not voted on a poll at the Meeting by an appointed
	proxy will default to the Meeting Chair who will be required to vote proxies
	as directed on a poll.
	Subject any legal restrictions on proxy voting, a proxy may vote on a
	Resolution at their discretion unless the Proxy Form directs the proxy how
	to vote on the Resolution.
	Voting restrictions that may affect proxy appointment

	Voting under the Corporations Act and/or Listing Rules apply to certain
	Resolutions. Please refer to the ‘Voting Prohibitions and Exclusion
	Statements’ section above for further details in this regard.
	Shareholders intending to appoint the Meeting Chair, a Director or any
	other member of Key Management Personnel or any of their Closely
	Related Parties as proxy are encouraged to direct them how to vote on all
	the Resolutions.
	A Shareholder who appoints a proxy but subsequently attends the Meeting
	may vote on the items of business at the Meeting. Any such vote by the
	Shareholder will invalidate the votes cast by their proxy.
Lodgement of	Duly completed corporate representative appointment documents,
Appointment	powers of attorney and Proxy Forms (together with any power of attorney
Documents	or other authority under which they are executed, if applicable) must be
	received by the Securities Registry on or before12.00pm (AWST) on
	Wednesday, 13 November 2024.Documents received after that time will
	be invalid.
	To appoint a proxy please complete the enclosed Proxy Form and deliver
	as follow:
	online: Atwww.investorvote.com.au
	by mail: Share Registry: Computershare Investor Services Pty Limited
	GPO Box 242, Melbourne Victoria 3001 Australia
	by fax: 1800 783 447 (within Australia) or
	+61 3 9473 2555 (outside Australia)
	by mobile:Scan the QR Code on your proxy form and follow the prompts.
	custodian For Intermediary Online subscribers only (custodians) please
	voting: visitwww.intermediaryonline.comto submit your voting
	intentions.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

8

==> picture [134 x 34] intentionally omitted <==

Item	Details
Proxy Voting	The Meeting Chair intends to vote all undirected proxiesFOReach of the
intention of	Resolutions. In exceptional cases, the Meeting Chair may change his or
Meeting Chair	her voting intention, in which case the Company will make an
	announcement to ASX in this regard.
Voting	Voting on each Resolution at the Meeting will be conducted by way of a
Procedure	poll.
Questions by	The Meeting Chair will allow a reasonable opportunity at the Meeting for
Shareholders	Shareholders to ask questions or make comments on the management of
	the Company and the Remuneration Report.
	The Meeting Chair will also allow a reasonable opportunity for
	Shareholders to put questions to the representative of the Auditor about:
	• the conduct of the audit;
	• the preparation and content of the Auditor’s Report;
	• the accounting policies adopted by the Company in relation to the
	preparation of financial statements; and
	• the independence of the Auditor in relation to the conduct of the
	audit.
	To assist the Board and the Auditor in responding to any questions that you
	may have, please submit any questions to the Company via email to
	info@deepyellow.com.auby4.00pm (AWST) on Friday, 8 November
	2024. The Company will make available at the Meeting questions directed
	to the Auditor which the Auditor considers relevant to the conduct of the
	audit of the 2024 Annual Report received in writing before this time. The
	Meeting Chair will allow a reasonable opportunity for the Auditor to
	respond to the questions set out on this list.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

9

==> picture [134 x 34] intentionally omitted <==

Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary or otherwise in the Explanatory Statement.

1. Annual Financial Report

The Corporations Act requires that the annual financial statements, Directors’ Report and Auditor’s Report of the Company for the year ended 30 June 2024 be tabled at the Meeting. These reports are contained in the 2024 Annual Report which is available on the Company’s website, https://deepyellow.com.au/investor-centre/, by selecting the ‘Annual Reports’ link.

Shareholders will be given reasonable opportunity to raise questions on these reports and ask questions of the Auditor.

2. Resolution 1: Adoption of Remuneration Report

2.1 Background

Resolution 1 is an ordinary resolution to approve the Remuneration Report. The Remuneration Report is set out in the Directors’ Report which forms part of the 2024 Annual Report.

The vote on Resolution 1 is advisory only and does not bind the Board or the Company. Notwithstanding, the Board will take the outcome of the vote into consideration when considering the remuneration policy of the Company going forward. On that basis, the Company encourages all Shareholders to cast their votes on Resolution 1.

2.2 Corporations Act Requirements

Section 250R(2) of Corporations Act requires a listed public company put a resolution to its shareholders that the remuneration report set out in the directors’ report for the preceding financial year be adopted. The resolution is advisory only and does not bind the relevant company or its directors.

If 25% or more of votes that are cast on the resolution are voted against the adoption of the remuneration report at two consecutive annual general meetings of a company, its shareholders will be required to vote at the second of those annual general meetings on a resolution (a Spill Resolution ) that a further meeting be held within 90 days at which all of the offices of director are vacated (other than the office of managing director) and each such office will be put to a vote.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

10

==> picture [134 x 34] intentionally omitted <==

Corporations Act Requirements (continued)

The Remuneration Report for the year ended 30 June 2023 did not receive a vote of 25% or more against its adoption at the Company’s 2023 annual general meeting. Accordingly, if 25% or more of the votes cast on Resolution 1 are against adoption of the Remuneration Report, it will not result in a Spill Resolution.

A voting prohibition applies to Resolution on the terms set out in the Notice.

2.3 Directors’ Recommendation

The Directors decline to make a recommendation as to how Shareholders should vote in respect of Resolution 1 as they each have an interest in the outcome of the Resolution.

3. Resolution 2: Re-Election of Director by Rotation – Gillian Swaby

3.1 Background

Resolution 2 is an ordinary resolution to approve the re-election of Gillian Swaby as a Director.

Ms Swaby joined the Deep Yellow Board in October 2005 as a Non-Executive Director. Her role changed to that of an Executive Director, on a consulting basis, effective 1 November 2016.

Ms Swaby will retire at the Meeting, and being eligible, submits herself for re-election. If Resolution 2 is not passed, Ms Swaby will not be re-elected as a Director.

3.2 Listing Rule and Constitutional requirements

Listing Rule 14.5 requires that an entity which has directors must hold an election of directors at each annual general meeting. Clause 6.1(f) of the Company’s Constitution requires one-third of the directors (excluding the managing director) who are not required to retire under clause 6.1(e) each year to stand for re-election.

3.3 Biography

Ms Swaby is an experienced mining executive with a broad skillset across a range of corporate, finance and governance areas.

She has spent over 35 years working with natural resources companies in numerous roles including Chief Financial Officer, Company Secretary, Director and corporate advisor. Ms Swaby worked at Paladin for the period 1993 – 2015 in the capacity as Executive Director for 10 years and as GM – Corporate Affairs. She had a key role in managing the Company’s growth through mine development, operation, acquisition and exploration. This role included responsibility for the Company’s complex corporate, legal, human relations and corporate social responsibility programs as an operating uranium miner in multiple African countries.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

11

==> picture [134 x 34] intentionally omitted <==

Biography (continued)

Ms Swaby holds a Bachelor of Business (Accounting) and is a Fellow of the Australian Institute of Company Directors (AICD), the Institute of Chartered Secretaries and Administrators, and the Governance Institute of Australia.

She holds one other Non-Executive Director role (Comet Ridge Ltd).

Ms Swaby is a member of the Company’s Sustainability Committee.

3.4 Directors’ Recommendation

The Directors (other than Gillian Swaby) support the election of Ms Swaby and recommend that Shareholders vote in favour of Resolution 2.

Ms Swaby declines to make a voting recommendation noting her interest in the Resolution.

4. Resolutions 3 and 4: Approval of issue of 2024 Loan Shares and provision of Loan to related parties under Loan Share Plan

4.1 Background

The Company operates the Loan Share Plan pursuant to which Eligible Participants (as defined in Schedule 1) may be offered Loan Shares subject to vesting conditions. The purchase price payable by participants for the Loan Shares constitutes a limited recourse loan to the participant, which if required by the Company may be secured against the relevant Loan Shares ( Loan ). The Loan is documented in a Limited Recourse Loan Agreement between the Company and the participant ( Loan Agreement ).

The Board (excluding John Borshoff and Gillian Swaby) considers it highly beneficial to Shareholders for the Company’s Executive Directors to receive a portion of their remuneration as Loan Shares under the Loan Share Plan, as this directly aligns their interests with those of Shareholders. Shares under the Loan Share Plan provide for immediate share ownership, linking a significant proportion of rewards for both Executive Directors to ongoing share price performance and returns to Shareholders over the vesting period.

The Company proposes to offer up to 1,186,066 Loan Shares to Managing Director, John Borshoff, and up to 506,925 Loan Shares to Executive Director, Gillian Swaby, under the Loan Share Plan ( 2024 Loan Shares ). John Borshoff and Gillian Swaby are both Directors and provide services to the Company through their related contracting entities.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

12

==> picture [134 x 34] intentionally omitted <==

4.2 Resolutions

Resolutions 3 and 4 are ordinary resolutions to approve the issue of 2024 Loan Shares and the provision of a Loan to Directors, John Borshoff and Gillian Swaby (or their nominees), respectively, for the purposes of Listing Rule 10.14.

If Resolutions 3 and 4 are passed, the Company will be able to proceed with the issue of Loan Shares and provision of a Loan to Directors, John Borshoff and Gillian Swaby (or their nominees), respectively.

If Resolutions 3 and 4 are not passed, the Company will not be able to proceed with the issue of Loan Shares and provision of a Loan to Directors, John Borshoff and Gillian Swaby (or their nominees) and the Company may need to consider alternative means to remunerate and incentivise John Borshoff and Gillian Swaby.

4.3 Details of 2024 Loan Shares

The 2024 Loan Shares will be fully-paid ordinary shares in the Company and will, from the time of issue, rank equally with all other Shares, subject to the terms of the Loan Share Plan and the following conditions:

Item	Details
Incentive	465,181 of the 2024 Loan Shares will be treated as a short-term
Categories	incentive (STI) and	1,227,810 of the 2024 Loan Shares will be treated
	as a long-term incentive (LTI).
Vesting	The 2024 Loan Shares that are to be issued to John Borshoff (or his
Conditions –	nominee) will vest	as follows:
John Borshoff
	Time conditions	100% of the STI component will vest on 31
		December 2024.
		100% of the LTI component will vest on 30 June
		2027, subject to the service and market related
		vesting conditions described below under the
		heading “Performance milestones for LTI” being
		met by 30 June 2027.
	Performance	Entitlement to the STI component was realigned
	measures used	at the beginning of the 2024 Financial Year and
	to determine	assessed by the Board as at 30 June 2024. The
	entitlement for	assessment was made against measures
	STI	including:
		• environment, health and safety;
		• resources and exploration;
		• growth objectives; and
		• environment, social and governance.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

13

==> picture [134 x 34] intentionally omitted <==

Item	Details
	Performance	Vesting of the LTI component is based on service
	milestones for	and share price growth measured over 3 years.
	LTI	50% of the award will vest if there is 10% CAGR
		and 100% of the award will vest if there is 15%
		CAGR.
		If less than 10% CAGR is achieved, none of the
		Loan Shares will vest. Straight-line vesting
		applies to CAGR performance between 10% to
		15%. For example if 11% CAGR is achieved 60%
		vest, if 13.5% CAGR is achieved 85% vest etc.
Vesting	The 2024 Loan Shares that are to be issued to Gillian Swaby will vest
Conditions –	as follows:
Gillian Swaby
	Time conditions	100% of the STI component vest on 31
		December 2024.
		100% of the LTI component vest on 30 June
		2027, subject to the service and market related
		vesting conditions described below under the
		heading “Performance milestones for LTI” being
		met by 30 June 2027.
	Performance	Entitlement to the STI component was realigned
	measures used	at the beginning of the 2024 Financial Year and
	to determine	assessed by the Board as at 30 June 2024. The
	entitlement for	assessment was made against measures
	STI	including:
		• environment, health and safety;
		• resources and exploration;
		• growth objectives; and
		• environment, social and governance.
	Performance	Entitlement to the LTI component is based on
	milestones for	service and share price growth measured over 3
	LTI	years. 50% of the award will vest if there is 10%
		CAGR and 100% of the award will vest if there is
		15% CAGR.
		If less than 10% CAGR is achieved, none of the
		Loan Shares will vest. Straight-line vesting
		applies to CAGR performance between 10% and
		15%. For example if 11% CAGR is achieved 60%
		vest, if 13.5% CAGR is achieved 85% vest etc.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

14

==> picture [134 x 34] intentionally omitted <==

Item Details Transfer Unless otherwise permitted by the Board by express written notice, a Loan Share must not be disposed of or otherwise dealt with until:

• the Loan Share has vested; and

• the loan balance relating to the Loan Share has been repaid or discharged in accordance with the terms of the Loan Agreement or arrangements for such repayment or discharge have been made to the satisfaction of the Board; and

• the expiry of any disposal restrictions relating to the Loan Share which is set out in the invitation or the Loan Share Plan.

Further, under the Loan Agreement a Participant agrees not to dispose of their Loan Shares or otherwise deal with them while the loan balance in relation to them remains outstanding or arrangements to the satisfaction of the Board are made in respect of the proceeds.

Loan Terms The Company will provide a Loan to each of John Borshoff and Gillian Swaby (or their respective nominees) on the following basis:

• the Loan will be for an amount equal to the acquisition price of the 2024 Loan Shares;

• the Loan will be interest fee;

• unless otherwise determined by the Board, the Loan in relation to a Loan Share becomes due and payable on the earlier to occur of:

• the date on which the Loan Share has been compulsorily divested in accordance with the Loan Share Plan;

• the date that a participant has otherwise disposed of a Loan Share (or attempts to dispose of a Loan Share) other than in accordance with the Loan Share Plan;

• the occurrence of a ‘Change of Control Event’ as defined in the Loan Share Plan; and

• the date which is 7 years after the issue of the Loan Shares.

• Mr Borshoff or Ms Swaby (as applicable) can make a voluntary repayment of some or all of the Loan at any time;

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

15

==> picture [134 x 34] intentionally omitted <==

• Item Details Loan Terms • under the Loan Agreement, until the Loan is repaid in full, the (continued) Company will withhold any after-tax dividends, after-tax capital distributions or cash distributions in respect of the Loan Plan Shares and must apply all amounts so withheld in repayment of the Loan; and

• the Loan is limited recourse. The Company agrees to limit its recourse against each of Mr Borshoff and Ms Swaby in connection with any amounts payable to it under the Loan Agreement to the proceeds paid or payable on a disposal of the 2024 Loan Shares and any after-tax dividends or distributions paid or distributed in relation to the 2024 Loan Shares during the term of the Loan.

• Ceasing to be If Mr Borshoff or Ms Swaby cease to be an Eligible Participant under an Eligible the Loan Share Plan (i.e. become a Leaver ) they will retain all their Participant vested Loan Shares but all of their unvested Loan Shares will be compulsorily divested in accordance with the process outlined below, unless the Board exercises its discretion to deem the unvested Loan Plan Shares to be vested. In circumstances of fraud, dishonesty or wilful breach, the Board may also require vested Loan Shares to be compulsorily divested.

• Compulsory Compulsory divestiture may involve a buy-back of the Loan Shares Divestiture by the Company, a sale of the Loan Shares or any other dealing at the Board’s discretion.

• In addition to compulsory divestiture when becoming a Leaver, it may take place if the Board determines vesting conditions cannot be satisfied, if a participant becomes insolvent, there is a failure to repay the Loan on the due date for repayment, there is a material breach of the Loan Share Plan or the Loan Agreement that is not remedied within 20 business days of the Company giving notice. Notwithstanding this, the Board may decide that Loan Shares will not be compulsorily divested.

4.4 Estimated Value of 2024 Loan Shares

The value of the Loan Shares has been determined using a Black Scholes Model for the STI component and Hybrid Multiple Barrier option pricing model – incorporating a Monte Carlo simulation for the LTI component (see worked example below). This model accords with the AASB2 Share Based Payment standard treatment, whereby the Loan Shares are treated as an in-substance option.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

16

==> picture [134 x 34] intentionally omitted <==

Worked Example

The following variables are assumed for this example:

• the Loan amount (“exercise price”) for each Loan Share is $1.14;

• each Loan Share has an expiry date as noted, and it is assumed that the Loan will be repaid (they will be “exercised”) immediately prior to the expiry date;

• the closing price of Shares traded on ASX on 18 September 2024 was $1.16;

• a risk-free rate of 3.50% has been adopted for STI and LTI purposes for Mr Borshoff and Ms Swaby; and

• a volatility factor of 70% has been adopted.

The table below sets out the estimated value of the Loan Shares applying the above valuation, as at 18 September 2024 and the potential estimated financial benefit to be received by Mr Borshoff and Ms Swaby, on the assumption all relevant vesting conditions are met.

Director	STI/LTI	Loan Shares	Value per Security	Expiry Date	Total Value
J Borshoff	STI	377,903	$0.796	30 Nov 2031	$300,810
	LTI	808,163	$0.577	30 Nov 2031	$466,310
G Swaby	STI	87,278	$0.796	30 Nov 2031	$69,473
	LTI	419,647	$0.577	30 Nov 2031	$242,136

• 4.5

Section 208 of the Corporations Act (set out in Chapter 2E) requires a public company to obtain the approval of its shareholders before providing a financial benefit to a ‘related party’ of the company for the purposes of the Corporations Act (e.g. a director, an entity controlled by a director), unless giving the financial benefit falls within a prescribed exception. Any financial benefit approved by shareholders must be provided within 15 months of the approval.

The proposed issue of 2024 Loan Shares, and the provision of corresponding Loans, to John Borshoff and Gillian Swaby (or their nominees) under Resolutions 3 and 4 would constitute the giving of a financial benefit for the purposes of section 208 of the Corporations Act.

Section 211 of the Corporations Act provides that shareholder approval is not required to give a financial benefit to a related party of a company in circumstances where the benefit constitutes remuneration which would be reasonable given the company’s and the related party’s circumstances.

The Directors (other than John Borshoff and Gillian Swaby) are of the view that, given the 2024 Loan Shares will be subject to performance and/or service conditions under the Loan Share Plan, and their determination will be reasonable and in line with commercial fees ordinary accruing and forming part of a remuneration package, the reasonable remuneration exception under section 211 of the Corporations Act applies. Therefore, Shareholder approval under section 208 of the Corporations Act will not be sought.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

17

==> picture [134 x 34] intentionally omitted <==

4.6 Listing Rule Requirements

Listing Rule 10.14 requires an entity to obtain the approval of its shareholders before issuing or agreeing to issue Equity Securities (including Shares) under an employee incentive scheme (e.g. the Loan Share Plan) to a ‘related party’ of the Company for the purposes of the Listing Rules, subject to certain specific exceptions in Listing Rule 10.16.

None of the exceptions apply to the proposed issue of the 2024 Loan Shares under Resolutions 3 and 4. Accordingly, Shareholder approval under Listing Rule 10.14 is required.

Approval pursuant to Listing Rule 7.1 is not required for the issue of the 2024 Loan Shares to the Directors, as approval is being obtained under Listing Rule 10.14. Accordingly, the issue of these 2024 Loan Shares will not be included in the calculation of the Company’s 15% issuing capacity under Listing Rule 7.1.

4.7 Listing Rule Information Requirements

The following information is provided in relation to Resolutions 3 and 4, as required by Listing Rule 10.15:

Information	Details
R i d Names of related	Resolution 3 – John Borshoff or his nominee.
parties/recipients of securities	Resolution 4 – Gillian Swaby or her nominee.
Relevant category	John Borshoff and Gillian Swaby fall within Listing Rule 10.14.1
in Listing Rule 10.14	by virtue of being Directors of the Company.
Nature of financial	A total of 1,692,991 2024 Loan Shares as follows:
benefit to be given/number and class of securities	• Resolution 3 – 1,186,066 2024 Loan Shares to John Borshoff (or his nominee); and
proposed to be	• Resolution 4 – 506,925 2024 Loan Shares to Gillian
issued	Swaby (or her nominee).
Current	John Borshoff is employed by Scomac Management Services
remuneration	Pty Ltd, which in turn is engaged by the Company to provide
package of related	consulting services. The annual fee for services rendered is
parties	$495,000 per annum (plus GST) with a STI opportunity of 80% of
	annual fixed remuneration and a LTI opportunity of 120% of
	annual fixed remuneration.

Gillian Swaby is employed by Strategic Consultants Pty Ltd, which in turn is engaged by the Company to provide consulting services. A consulting fee of $1,850 (plus GST) per day is payable to a maximum of $325,000 per annum (unless otherwise determined in accordance with business needs) with a STI opportunity of 50% of annual remuneration and a LTI opportunity of 95% annual remuneration.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

18

==> picture [134 x 34] intentionally omitted <==

Information	Details
Number of	The Company has previously issued:
securities
previously issued	• 17,547,240 Loan Shares to John Borshoff; and
to recipient and the average acquisition	• 8,031,218 Loan Shares to Gillian Swaby,
price paid	under the Loan Share Plan.
	The average acquisition price per Loan Share to date (not
	including the proposed issues the subject of Resolutions 3
	and 4) is $0.51.
Summary of	Please refer to Section 4.3 above.
material terms of
securities
Reason for Issue	The 2024 Loan Shares represent a cost-effective
	performance-based incentive (as opposed to alternative
	forms of incentives, such as cash compensation) which
	preserve the Company’s cash reserves and allow the
	Company to apply a greater portion of its available cash on its
	operations.
	The 2024 Loan Shares align the interests of the recipient
	Directors with the operational and financial success of the
	Company. The STI component of the 2024 Loan Shares was
	determined with reference to business objectives. The LTI
	component of the 2024 Loan Shares will only vest if the
	specific vesting conditions, which are linked to the
	performance of the Company, are satisfied.
Date(s) on or by	It is anticipated the Company will issue the 2024 Loan Shares
which the	within 5 business days of the Meeting, but in any case, no later
Company will issue	than 3 years after the date of the Meeting.
the securities
Price at which	A price equal to the 5-day VWAP for the period including the
securities will be	date of issue.
issued or formula
for calculation of
the price
Summary of	Please refer to Schedule 1.
material terms of
the Loan Share
Plan

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

19

==> picture [134 x 34] intentionally omitted <==

Information	Details
Terms of loan	Please refer to Section 4.3 above.
related to
acquisition of
securities
Loan Share Plan	The Company will publish details of any securities issued
Details	under the Loan Share Plan in its annual report for the financial
	year in which securities or rights are issued, along with a
	statement that approval for the issue was obtained under
	Listing Rule 10.14.
New Participants	Any additional persons covered by Listing Rule 10.14 (i.e.
	Directors, ‘associates’ (as defined in the Listing Rules) of
	Directors or persons whose relationship with the Company or
	a person referred to in Listing Rules 10.14.1 or 10.14.2 is such
	that, in ASX’s opinion, the acquisition should be approved by
	security holders) who become entitled to participate in an
	issue of securities or rights under the Loan Share Plan after
	Resolutions 3 and 4 are approved, but were not named in this
	Notice, will not participate until approval is obtained under
	Listing Rule 10.14.

4.8 Directors’ Recommendation

(a) Resolution 3

The Board (excluding John Borshoff and Gillian Swaby) considers that the issue of 2024 Loan Shares and provision of the corresponding Loan to John Borshoff (or his nominee) is appropriate, reasonable, and in the best interest of the Company and its Shareholders. The 2024 Loan Shares provide a strong link between the reward for executive performance and Company performance, both short and long-term. The 2024 Loan Shares are subject to vesting conditions which may give rise to their compulsory divestiture should the conditions not be met.

Mr Borshoff has declined to make a recommendation about Resolution 3 as he has a material personal interest in the outcome of the Resolution. ASIC considers that it is good practice for directors to avoid making a recommendation for resolutions about each other's remuneration as there may be a conflict of interest. Whilst Ms Swaby does not have a material personal interest in the outcome of Resolution 3, given it is proposed that she also be issued with 2024 Loan Shares under Resolution 4, she has declined to make a recommendation about Resolution 3 in line with the ASIC guidance.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

20

==> picture [134 x 34] intentionally omitted <==

(b) Resolution 4

The Board (excluding Gillian Swaby and John Borshoff) considers that the issue of 2024 Loan Shares and provision of the corresponding Loan to Gillian Swaby (or her nominee) is appropriate, reasonable, and in the best interest of the Company and its Shareholders. The 2024 Loan Shares provide a strong link between the reward for executive performance and Company performance, both short and long-term. The 2024 Loan Shares are subject to vesting conditions which may give rise to their compulsory divestiture should the conditions not be met.

Ms Swaby has declined to make a recommendation about Resolution 4 as she has a material personal interest in the outcome of the Resolution. Whilst Mr Borshoff does not have a material personal interest in the outcome of Resolution 4, given it is proposed that he also be issued with 2024 Loan Shares under Resolution 3, he has declined to make a recommendation about Resolution 4 in line with the ASIC guidance referred to in Section 4.8(a) above.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

21

==> picture [134 x 34] intentionally omitted <==

Glossary

In this Explanatory Statement, the following terms have the meaning set out below, unless the context otherwise requires:

Item	Details
2024 Loan Share	Has the meaning given to that term in Section 4.1.
2024 Annual	The annual report of the Company for the financial year ended 30 June
Report	2024, including the annual financial report, the Directors’ Report and the
	Auditor’s Report.
Annual General	The annual general meeting of Shareholders convened by this Notice,
Meeting or	including or any adjournment of such meeting.
Meeting
Associated Entity	Has the same meaning as given to that term in section 50AAA of the
	Corporations Act.
ASX	ASX Limited (ACN 008 624 691) or the financial market known as the
	Australian Securities Exchange, as the context requires.
Auditor	The auditor of the Company, being Ernst & Young at the date of this
	Notice.
AWST	Australian Western Standard Time, being the time in Perth, Western
	Australia.
Board	The Company’s Board of Directors.
Closely Related	Has same meaning given to it in section 9 of the Corporations Act, being,
Parties	in relation to a member of Key Management Personnel:
	(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)
	(currently none are prescribed).
Company	Deep Yellow Limited (ACN 006 391 948).
Constitution	The Constitution of the Company as at the date of the Notice.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

22

==> picture [134 x 34] intentionally omitted <==

Item	Details
Corporations Act	The Corporations Act 2001 (Cth).
Director	A director of the Company.
Equity Security	Has the same meaning as given to that term in Listing Rule 19.12, being:
	(a) a share;
	(b) a unit;
	(c) a right to a share or unit or option;
	(d) an option over an issued or unissued security;
	(e) a convertible security;
	(f) any security that ASX decides to classify as an equity security; or
	(g) but not a security that ASX decides to classify as a debt security.
Explanatory	This explanatory statement which accompanies and forms part of the
Statement	Notice of Meeting.
Glossary	This glossary of terms.
Key Management	Has the same meaning as the definition of that term in section 9 of the
Personnel	Corporations Act, being those persons details of whose remuneration
	are included in the Remuneration Report having authority and
	responsibility for planning, directing and controlling the activities of the
	Company, directly or indirectly, including any Director (whether
	executive or otherwise).
Listing Rules	The listing rules of ASX, as amended from time to time.
Loan	A limited recourse loan in relation to Loan Shares provided under the
	Loan Agreement.
Loan Share Plan	The Deep Yellow Limited Loan Share Plan, a summary of which is set out
	in Schedule 1.
Meeting Chair	The chairperson of the Meeting.
Notice or Notice	The notice of Annual General Meeting which accompanies this
of Annual General	Explanatory Statement.
Meeting
Proxy Form	The proxy form accompanying the Notice.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

23

==> picture [134 x 34] intentionally omitted <==

Item	Details
Remuneration	The Remuneration Report of the Company for the period ended 30 June
Report	2024, appearing in the Directors’ report as set out in the 2024 Annual
	Report.
Resolution	A resolution set out in the Notice.
Section	A section of this Notice.
Share	A fully paid ordinary share in the capital of the Company.
Shareholder	A registered holder of a Share.
Securities	The Company’s securities registry, being Computershare Investor
Registry	Services Pty Ltd.
Subsidiary	Has the same meaning as given to that term in Division 6 of Part 1.2 of
	the Corporations Act.
VWAP	The volume weighted average sale prices of Shares sold on ASX during
	the specified period, excluding any transaction defined in the ASX
	Operating Rules as ‘special’, crossings prior to the commencement of
	normal trading, crossings during the after-hours adjust phase and any
	overseas trades or exchange traded option exercises.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

24

==> picture [134 x 34] intentionally omitted <==

Schedule 1 - Summary of Loan Share Plan

Item	Details	Details
Purpose	The	purpose of the Loan Share Plan is to:
	•	assist in the reward, retention and motivation of Eligible Participants;
		and
	•	align the interests of Eligible Participants with shareholders of the
		Company or any of its Subsidiaries or Associated Entities (Group
		Companies).
Eligibility	The	following persons of the Company are eligible to participate in the Loan
	Share Plan:
	•	for an Invitation thatdoes notrely on the ESS Division:
	•	an employee of the Company or any of its Subsidiaries or Associated
		Entities (Group Companies);
		o	a director of a Group Company;
		o	an entity that has been appointed or engaged by a Group
			Company to provide services to a Group Company under a
			contract for services (Contracting Entity);
		o	an individual who provides services to a Group Company on
			behalf of a Contracting Entity (whether as an employee, officer,
			consultant or contractor to the Contracting Entity or one of its
			subcontractors);
		o	an entity that is subcontracted by the Contracting Entity to
			provide services to a Group Company on behalf of the
			Contracting Entity;
		o	a prospective person who falls into any of the above categories;
			and
		o	another person (a ‘related person’) on behalf of person who falls
			into any of the above categories (a ‘primary participant’), where
			the related person is:
			§ a spouse, parent, child or sibling of the primary participant;
			or
			§ another body corporate controlled by a spouse, parent, child
			or sibling of the primary participant; or

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

25

==> picture [134 x 34] intentionally omitted <==

Item Details Eligibility § a body corporate that is the trustee of a self-managed (continued) superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993 ) where the primary participant is a director of the body corporate,

and has been determined by the Board to be eligible to participate in the Loan Share Plan from time to time; and

• for an Invitation that does rely on the ESS Division:

• an employee of a Group Company;

• a director of a Group Company;

• an individual who provides services to a Group Company;

• a prospective person who falls into any of the above categories;

• any other person who is a ‘primary participant’ as defined in section 1100L(1)(a) of the Corporations Act in relation to Group Company; or

• any other person who is a ‘related person’ as defined in section 1100L(1)(b) of the Corporations Act of a ‘primary participant’ referred to above,

and has been determined by the Board to be eligible to participate in the Plan from time to time,

(each, an Eligible Participant ).

An Eligible Participant who participates in the Loan Share Plan is a “Participant”.

• Administration The Loan Share Plan will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Loan Share Plan Rules in its sole and absolute discretion. The Board may delegate its powers and discretion.

Eligibility, The Board may from time to time determine that an Eligible Participant may invitation and participate in the Loan Share Plan and make an invitation to that Eligible application Participant to apply for shares under the Loan Share Plan ( Loan Shares ) and a Loan to fund the acquisition price of the relevant Loan Shares on such terms and conditions as the Board decides ( Invitation ).

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

26

==> picture [134 x 34] intentionally omitted <==

Item	Details
Eligibility,	On receipt of an Invitation, an Eligible Participant may apply for the Loan
invitation and	Shares the subject of the Invitation by sending a completed application
application	form to the Company. The Board may accept an application from an Eligible
(continued)	Participant in whole or in part. An Eligible Participant may nominate a
	related party of the Eligible Participant to be issued or granted the Loan
	Shares if so, permitted by the terms of the Invitation.
Application of	An Invitation may be made under the ESS Division or otherwise.
ESS Division
	Where an Invitation seeks to rely on the ESS Division, it must expressly state
	that it does and must comply with the requirements of the ESS Division.
	Invitations whichdo notrely on the ESS Division must only be made:
	• to Eligible Participant situated outside of Australia at the time of receipt
	of the Invitation;
	• if disclosure to the Eligible Participant is not required because of section
	708, section 1012D of the Corporations Act or a legislative instrument;
	or
	• if it is made to an Eligible Participant pursuant to a ‘disclosure
	document’ as defined in the Corporations Act (e.g. a prospectus).
Limits on Issue	The Company must not make an Invitation to the extent doing so would
	contravene the ‘issue cap’ under section 1100V of the Corporations Act.
	Under the ‘issue cap’ (as modified by_ASIC Corporations (Employee share_
	schemes) Instrument 2022/1021), the Directors will not make an offer of
	Loan Shares under the Loan Share Plan where monetary consideration is
	payable in relation to those Shares, unless they have reasonable grounds
	to believe that:
	• the total number of Loan Shares that may be issued under the Invitation;
	and
	• the total number of Shares that are, or are covered by, incentives that
	have been issued, or may be issued, under offers that were both
	receiving in Australia and made in connection with any employee share
	scheme of the Company at any time in the 3 year period prior to the offer
	being made,
	does not exceed 5% (or such other percentage as specified in the
	Constitution, from time to time) of the total number of underlying Shares in
	that class on issue, as at the date of the Invitation.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

27

==> picture [134 x 34] intentionally omitted <==

Item	Details	Details
Limits on Issue	The	following will be excluded from the calculation of the ‘issue cap’ unless
(continued)	and	to the extent they are required by applicable law to be included in such
	calculation:
	•	incentives which are issued by the Company in circumstances where the
		Company does not rely upon the ESS Division or a similar exemption or
		modification to the Corporations Act granted by ASIC; and
	•	incentives offered in the following circumstances:
		o an Invitation made to a person situated outside of Australia at the
		time of receipt of the Invitation;
		o an Invitation that did not need disclosure to the Eligible Person
		because of section 708 or section 1012D of the Corporations Act;
		or
		o an Invitation made pursuant to a ‘disclosure document’ (as
		defined in the Corporations Act).

Loan At the time the Eligible Participant is invited to participate in the Loan Share Plan, the Board may invite them to apply for a limited recourse loan for the purpose of acquiring Loan Shares ( Loan ).

If the Loan will be provided in relation to an Invitation which relies on the ESS Division, it must comply with the requirements of section 1100U of the Corporations Act.

If the Eligible Participant accepts the Invitation ( Participant ), the Loan will be made in accordance with an agreement between the Company and the Participant ( Loan Agreement ).

Unless otherwise specified in an Invitation or determined by the Board in its absolute discretion, if the Participant has not paid some or all of the Loan on the due date for payment, all of the Participant’s unvested and vested Loan Shares acquired with a Loan will be compulsorily divested. The Participant must enable the Company to buy-back the Loan Shares in these circumstances if required by the Company.

	absolute discretion, if the Participant has not paid some or all of the Loan on the due date for payment, all of the Participant’s unvested and vested Loan Shares acquired with a Loan will be compulsorily divested. The Participant must enable the Company to buy-back the Loan Shares in these circumstances if required by the Company.
Vesting	At the discretion of the Board, the Company may, when making an
Conditions	Invitation, determine that the Loan Shares offered will be subject to vesting
	conditions (Vesting Conditions).
	A Loan Share will vest when written notice is provided to the Participant by
	the Company informing them that all relevant Vesting Conditions in relation
	to that Loan Share have been satisfied or waived in accordance with the
	Loan Share Plan.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

28

==> picture [134 x 34] intentionally omitted <==

Item	Details
Restrictions on	Unless otherwise permitted by the Board by express written notice, a Loan
Disposal	Share must not be disposed of or otherwise dealt with until:
	• the Loan Share has vested; and
	• the loan balance relating to the Loan Share has been repaid or
	discharged in accordance with the terms of the Loan Agreement or
	arrangements for such repayment or discharge have been made to the
	satisfaction of the Board; and
	• the expiry of any disposal restrictions relating to the Loan Share which is
	set out in the invitation or the Loan Share Plan.
	Further, under the Loan Agreement a Participant agrees not to dispose of
	their Loan Shares or otherwise deal with them while the loan balance in
	relation to them remains outstanding or arrangements to the satisfaction of
	the Board are made in respect of the proceeds.

	Further, under the Loan Agreement a Participant agrees not to dispose of their Loan Shares or otherwise deal with them while the loan balance in relation to them remains outstanding or arrangements to the satisfaction of the Board are made in respect of the proceeds.
Cessation of	If a Participant ceases to be an Eligible Participant, they will retain all their
employment,	vested Loan Shares. However, the Participant's unvested Loan Shares will
engagement or	be become subject to compulsory divestiture, unless otherwise
other office	determined by the Board. In circumstances of fraud, dishonesty or wilful
	breach, the Board may also require vested Loan Shares to be compulsorily
	divested. On divestiture, the Loan Shares will be either bought back and
	cancelled or sold on market, any consideration received will be
	automatically applied to the loan repayment. Any excess disposal
	proceeds will be retained by the Company (i.e. the Participant will not
	benefit from the excess). If there is a shortfall (i.e. proceeds less than the
	loan balance), the proceeds received will be treated as full and complete
	payment of the Loan.
Vesting on	If a change of control event (e.g. a takeover or acquisition by scheme of
change of	arrangement) occurs in relation to the Company, as determined by the
control	Board, all the Loan Shares (or such number as permitted under the Listing
	Rules or otherwise by ASX) will automatically vest. Vesting in this manner is
	required to avoid the potential for the Loan Shares becoming a separate
	class of voting share.
Rights	All Loan Shares issued under the Loan Share Plan will rank equally in all
attaching to	respects with all other Shares on issue.
Loan Shares

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

29

==> picture [134 x 34] intentionally omitted <==

Item	Details
Amendment of	Subject to the following paragraph, the Board may at any time amend any
Plan	provisions of the Loan Share Plan Rules.
	No amendment to any provision of the Loan Share Plan rules may be made
	if the amendment materially reduces the rights of any Participant as they
	existed before the date of the amendment, other than an amendment
	introduced primarily for the purpose of complying with legislation or to
	correct manifest error or mistake, amongst other things, or is agreed to in
	writing by Participants.
Plan duration	The Loan Share Plan continues in operation until the Board decides to end
	it. The Board may from time to time terminate or suspend the operation of
	the Loan Share Plan for such period as it thinks fit.

Deep Yellow Limited – Notice of Annual General Meeting, Explanatory Statement and Proxy Form

30

==> picture [45 x 27] intentionally omitted <==

==> picture [126 x 42] intentionally omitted <==

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 12:00pm (AWST) on Wednesday, 13 November 2024.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 184181

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

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

Samples/000001/000001/i12

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

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

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

XX

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Deep Yellow Limited to be held at the University Club of WA, Entrance 1, Hackett Drive, Crawley, Western Australia on Friday, 15 November 2024 at 12:00pm (AWST) and at any adjournment or postponement of that meeting.

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

Step 2 Items of Business

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

For Against Abstain

Resolution 1 Adoption of Remuneration Report	Resolution 1 Adoption of Remuneration Report	Resolution 1 Adoption of Remuneration Report	Resolution 1 Adoption of Remuneration Report	Resolution 1 Adoption of Remuneration Report	Resolution 1 Adoption of Remuneration Report	Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-election of Director by rotation – Gillian Swaby
Resolution 3 Approval to issue 2024 Loan Shares and provision of Loan to John Borshoff, Managing Director (or his nominee) under Loan Share Plan
Resolution 4 Approval to issue 2024 Loan Shares and provision of Loan to Gillian Swaby, Executive Director (or her nominee) under Loan Share Plan

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

==> picture [535 x 97] intentionally omitted <==

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

Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

3 1 2 1 9 3 A

D Y L