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DE.MEM LIMITED Proxy Solicitation & Information Statement 2026
64766_rns_2026-05-10_3468f37c-2eb8-4001-acd9-4969e5981b5d.pdf
Proxy Solicitation & Information Statement
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demem
ASX RELEASE | De.mem Limited (ASX:DEM)
ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING
11 May 2026: De. Mem Limited (ASX: DEM) (De.mem or the Company) refers to its Notice of Annual General Meeting (Notice of Meeting) lodged with ASX on 23 April 2026, in respect of its Annual General Meeting to be held on 26 May 2026.
The Company advises that it has today issued an addendum to the Notice of Meeting to include an additional ordinary resolution for the re-election of Mr Andreas Hendrik De Wit as a director of the Company.
The addendum forms part of the Notice of Meeting and should be read in conjunction with the Notice of Meeting previously released. All other resolutions and information contained in the Notice of Meeting remain unchanged.
A copy of the addendum is attached to this announcement.
This announcement is authorised for release by the Board of Directors of De.mem Ltd.
-ENDS-
For further information, please contact:
De.mem Limited
Andreas Kroell
CEO
De.mem Limited
[email protected]
De.mem Limited (ASX:DEM) is a decentralised water and wastewater treatment business that designs, builds, owns and operates turnkey water and wastewater treatment systems for some of the world's largest companies in the mining, electronics, chemical, oil & gas, and food & beverage industries. Its systems also provide municipalities, residential developments and hotels/resorts across the Asia Pacific with a reliable supply of clean drinking water.
De.mem's technology to treat water and wastewater is among the most advanced globally. The Company is headquartered in Australia and has international locations in Singapore, Germany and Vietnam. It is commercialising an array of innovative proprietary technologies from its research and development partner, Nanyang Technological University (NTU) in Singapore, a world leader in membrane and water research. Technologies uniquely offered by De.mem include a revolutionary low-pressure hollow fibre nanofiltration membrane that uses less electricity and is cheaper to operate than conventional systems, as well as a new Forward Osmosis membrane deployed in de-watering applications or the concentration of liquids.
To learn more, please visit: www.demembranes.com
De.mem Limited (ASX:DEM) | Suite 2, Level 11, 385 Bourke Street, Melbourne, VIC, 3000 | [email protected]
1300 384 692 | ACN: 614 756 642 | demembranes.com
DE.MEM LIMITED (ASX:DEM)
ACN 614 756 642
Registered office: Vistra Australia, Suite 2 Level 11, 385 Bourke Street, Melbourne, VIC 3000
ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING
Date: 11 May 2026
This document is an addendum (Addendum) to the Notice of Annual General Meeting (Notice of Meeting) of De.Mem Limited (the Company) dated 17 April 2026, in relation to the Annual General Meeting to be held virtually via a webinar conferencing facility at 4:00PM (AEST) on Tuesday, 26 May 2026 ("Meeting").
This Addendum should be read in conjunction with the Notice of Meeting and the accompanying Explanatory Memorandum. Defined terms in the Notice of Meeting have the same meaning in this Addendum unless the context requires otherwise
Additional Resolution
The Company advises that the Notice of Meeting is amended by the inclusion of the following additional ordinary resolution:
Resolution 3: Re-election of Mr Andreas Hendrik (Harry) De Wit as a director of the Company
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That, for the purpose of section 14.2 of the Constitution and for all other purposes, Mr Andreas Hendrik (Harry) De Wit, who retires by rotation as a Director in accordance with the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a Director of the Company."
Explanatory Memorandum
Resolution 3: Re-election of Mr Andreas Hendrik (Harry) De Wit as a director of the Company
Background
The Constitution of the Company requires that at every AGM one-third, or the next number nearest one-third of the Directors, and any other director who has held office for 3 years or more, shall retire from office. The Constitution also provides that such Directors are eligible for re-election at the meeting. Mr Andreas Hendrik (Harry) De Wit retires by rotation and being eligible, offers himself for re-election.
Mr De Wit is a senior corporate executive who has worked in several locations across the globe. He has been the CEO of Asia Pacific for Fresenius Medical Care (the world's leading provider of products and services for individuals with renal diseases) from 2016 to 2023. In this role, he is also responsible for the company's operations in Australia & New Zealand. In addition, he served as a member of Fresenius Medical Care's management board from 2016 to 2021. Prior to this, Mr De Wit held further senior corporate roles within the healthcare industry, amongst others with Covidien (previously named Tyco Healthcare).
The Board considers Mr De Wit to be a non-independent director.
Voting Exclusions
There are no voting exclusions on this resolution.
Board Recommendation
The Board (with Mr De Wit abstaining in his capacity as a Director) recommends that shareholders vote in favour of the election of Mr De Wit as it considers that his experience, skills and expertise are appropriate for the Board position and will enable him to act in the best interests of the Company and its shareholders. The Chairman of the meeting intends to vote undirected proxies in favour of the Resolution.
Proxy Form
A revised proxy form accompanies this Addendum.
Shareholders who have already lodged a proxy form:
- do not need to take any action unless they wish to vote on Resolution 3 or change their existing voting instructions; and
- if they wish to vote on Resolution 3, should complete and return the revised proxy form in accordance with the instructions set out in the Notice of Meeting.
The deadline for lodging all proxy forms remains 4:00pm AEST on Sunday, 24 May 2026. Replacement Proxy Forms can be lodged by using the details in the form.
Where a shareholder provides the Company with a previous Proxy Form and does not subsequently provide a replacement Proxy Form, the Company reserves the right to accept the previous Proxy Form received for the shareholder. Further details regarding the appointment of a proxy are provided in the Notice of Meeting dated 17 April 2026.
This Addendum should be read in its entirety. If a shareholder is in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. If you have any questions about this Addendum or the Notice of Meeting, please contact the Company Secretary at [email protected].
Other Information
Except as set out in this Addendum, all other details contained in the Notice of Meeting remain unchanged.
BY ORDER OF THE BOARD
Tony Di Pietro
Company Secretary
Dated: 11 May 2026
demem
ACN 614 756 642
LODGE YOUR VOTE
-
ONLINE
https://au.investorcentre.mpms.mufg.com -
BY MAIL
DE.MEM Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235 Australia -
BY FAX
+61 2 9287 0309 -
BY HAND
MUFG Corporate Markets (AU) Limited
Parramatta Square, Level 22, Tower 6,
10 Darcy Street, Parramatta NSW 2150 -
ALL ENQUIRIES TO
Telephone: 1300 554 474
Overseas: +61 1300 554 474
X99999999999
PROXY FORM
I/We being a member(s) of DE.MEM Limited and entitled to attend and vote hereby appoint:
APPPOINT A PROXY
☐ the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy. An email will be sent to your appointed proxy with details on how to access the virtual meeting.
Name
Email
or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 4:00pm (AEST) on Tuesday, 26 May 2026 (the Meeting) and at any postponement or adjournment of the Meeting.
The Meeting will be held virtually via Webinar conferencing facility at https://vistra.zoom.us/webinar/register/WN_dSf4J_JGTU-3NhSYg3tnxg
Important for Resolutions 1, 4 to 7: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 4 to 7, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an ☐
| Resolutions | For | Against | Abstain* | For | Against | Abstain* |
|---|---|---|---|---|---|---|
| 1 Adoption of Remuneration Report | ☐ | ☐ | ☐ | 5 Approval of Grant Options to Mr Michael Edwards | ☐ | ☐ |
| 2 Re-election of Mr Danny Conlon as a director of the Company | ☐ | ☐ | ☐ | 6 Approval of Grant Options to Mr Danny Conlon | ☐ | ☐ |
| 3 Re-election of Mr Andreas Hendrik (Harry) De Wit as a director of the Company | ☐ | ☐ | ☐ | 7 Approval of Grant Options to Mr Harry De Wit | ☐ | ☐ |
| 4 Approval of Grant Options to Mr Bernd Dautel | ☐ | ☐ | ☐ | 8 Approval of 10% Placement Capacity | ☐ | ☐ |
*If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
| Shareholder 1 (Individual) | Joint Shareholder 2 (Individual) | Joint Shareholder 3 (Individual) |
|---|---|---|
| ☐ | ☐ | ☐ |
| Sole Director and Sole Company Secretary | Director/Company Secretary (Delete one) | Director |
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).
DEM PRX2603N
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.
VOTES ON ITEMS OF BUSINESS - PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in 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 they choose. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting virtually the appropriate "Certificate of Appointment of Corporate Representative" must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 4:00pm (AEST) on Sunday, 24 May 2026, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.
Proxy Forms may be lodged using the reply paid envelope or:
ONLINE
https://au.investorcentre.mpms.mufg.com
Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
BY MOBILE DEVICE
Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link
https://au.investorcentre.mpms.mufg.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.
QR Code
To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.
BY MAIL
DE.MEM Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235
Australia
BY FAX
+61 2 9287 0309
BY HAND
delivering it to MUFG Corporate Markets (AU) Limited*
Parramatta Square
Level 22, Tower 6
10 Darcy Street
Parramatta NSW 2150
*During business hours Monday to Friday (9:00am - 5:00pm)