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EDEN INNOVATIONS LTD AGM Information 2021

Oct 20, 2021

64820_rns_2021-10-20_1154b309-7e58-4eda-b2e0-2dcf5a158bf4.pdf

AGM Information

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EDEN INNOVATIONS LTD ACN 109 200 900

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

EXPLANATORY STATEMENT

AND

PROXY FORM

TO BE HELD ON

26 NOVEMBER 2021 COMMENCING AT 9.00AM

AT

LEVEL 15,

197 ST GEORGES TERRACE, PERTH WESTERN AUSTRALIA

EDEN INNOVATIONS LTD

(ACN 109 200 900)

NOTICE OF MEETING

Notice is hereby given that an Annual General Meeting of shareholders of Eden Innovations Ltd (the Company ) will be held at Level 15, 197 St Georges Terrace, Perth on Friday the 26[th] of November 2021 at 9:00am.

AGENDA

1. Annual Reports

To table the Annual Financial Report for the financial year ended 30 June 2021 and the Director’s Report and Auditor’s Report for that financial year.

2. Resolution 1 – Adoption of Remuneration Report

To consider, and if thought fit pass, with or without amendment, the following Resolution as a non-binding resolution:

“That for the purposes of section 250R(2) of the Act and for all other purposes, the Company be authorised to adopt the Remuneration Report contained in the Annual Financial Report”.

Short Explanation: In accordance with section 249L(2) of the Act, a resolution that the Remuneration Report be adopted must be put to the vote. The effect of section 250R(3) of the Act is that the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting exclusion statement

The Company will disregard any votes cast (in any capacity) on this Resolution 1 by or on behalf of the members of the Company’s key management personnel, details of whose remuneration is included in the Remuneration Report and their closely related parties. However, the Company need not disregard a vote cast by any such person (the voter) if the vote is not cast on behalf of any of these persons and either:

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

  • (b) the voter is the chair of the meeting and the appointment of the chair as proxy:

  • (i) does not specify the way the proxy is to vote on the resolution; and

  • (ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

3. Resolution 2 – Election of Director

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

“That Dr Stephen Donald Dunmead being a Director of the Company who retires by rotation pursuant to the Company’s Constitution, and being eligible offers himself for re-election is hereby re-elected as a Director of the Company.”

4. Resolution 3 - Ratification of the Agreement to Issue Shares to Mr Don Grantham Jr. (CEO – Eden US)

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the agreement between the Company and Mr Don Grantham Jr dated 13 May 2021, to issue to Mr Don Grantham Jr, free of charge and as part of his remuneration package,of :

  • (a) 5,000,000 Shares on 14 May 2021; and

  • (b) a further 5,000,0000 Shares on or as soon as practicable after 1 January 2022 (and in any event within 3 months of the date of this annual general meeting),

all of which Shares rank pari passu with all other Shares currently on issue by the Company,”

The Company will disregard any votes cast on this Resolution by or on behalf of, Mr Don Grantham Jr, or any of his associates. However, this does not apply to a vote cast in favour of the resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

  • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

4. General

To transact any business which may be brought before the meeting in accordance with the Constitution of the Company, the Act, or otherwise.

PROXIES

In accordance with section 249L of the Act, shareholders are advised each shareholder has a right to appoint a proxy, the proxy need not be a shareholder of the Company and a shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

In accordance with section 250BA of the Act the Company specifies the following for the purposes of receipt of proxy appointments:

Online: www.advancedshare.com.au/investor-login By hand delivery to: Advanced Share Registry Limited, 110 Stirling Hwy, Nedlands WA 6009 By Post to: PO Box 1156, Nedlands WA 6909 By facsimile to: (08) 9262 3723 By email to: [email protected]

Each shareholder entitled to vote at the General Meeting has the right to appoint a proxy to vote on each particular Resolution. A shareholder may specify the way in which the appointed proxy is to vote on a particular Resolution or may allow the appointed proxy to vote at its discretion. Where a shareholder appoints the Chairman as their proxy and does not expressly direct the Chairman to vote 'For' or 'Against' a resolution or to abstain from voting on a resolution, the Chairman intends to vote in favour of such resolution. Notwithstanding the Chairman's voting intention, a shareholder can (where they have appointed the Chairman as their proxy) expressly direct the Chairman to vote for or against such resolution, or to abstain from voting on such resolution, by marking the appropriate box on their proxy form. That is, a shareholder can direct the Chairman to vote as their proxy in a manner which is contrary to the Chairman's stated voting intentions. If a shareholder does not mark any of the 'For', 'Against' or 'Abstain' boxes on the proxy form for Resolution 1 (Adoption of Remuneration Report), that shareholder will thereby be taken to have expressly authorised and directed the Chairman to exercise the proxy in respect of Resolution 1 in accordance with the Chairman's stated voting intention (that is, to vote in favour of such resolution) even though that resolution is connected to the remuneration of members of the Company’s key management personnel

The instrument appointing the proxy must be received by the Company as provided in its Constitution no later than 48 hours prior to the time of the commencement of the General Meeting. This proxy form may be sent by facsimile transmission to the number identified on the proxy form.

A corporation may elect to appoint a representative in accordance with the Act in which case the Company will require written proof of the representative's appointment which must be lodged with, or presented to the Company before the meeting.

The Chairman will call a poll for all resolutions.

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001 the Company determines that shareholders holding ordinary shares at 5.00pm WST on 24 November 2021 will be entitled to attend and vote at the General Meeting. Except where the contrary intention appears, all defined terms used in this Notice of Meeting have the meanings set out in the glossary of the Explanatory Statement accompanying this Notice.

By Order of the Board of Directors

A P Gates

Secretary

Dated this 21[st] day of October 2021

EDEN INNOVATIONS LTD

(ACN 109 200 900)

EXPLANATORY STATEMENT FOR SHAREHOLDERS

This Explanatory Statement is intended to provide shareholders of the Company with sufficient information to assess the merits of each Resolution contained in the accompanying Notice of Annual General Meeting of the Company.

The Directors recommend that shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions. The following information should be noted in respect of the various matters contained in the accompanying Notice of Meeting.

1 – RECEIVE AND CONSIDER THE ANNUAL REPORTS

The first agenda item is to receive and consider the Annual Financial Report, Director’s Report and Auditor’s Report for the Company for the financial year ended 30 June 2021. No Resolution is required in respect of this agenda item. However, it provides shareholders with the opportunity to ask questions of the Company’s Directors and auditors in relation to the Company’s results and operations for the financial year.

2 – REMUNERATION REPORT

The Annual Financial Report for the financial year ended 30 June 2021 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with section 249L(2) of the Act, a resolution that a Remuneration Report be adopted must be put to the vote. However, pursuant to section 250R(3) of the Act, the vote on the Resolution is advisory only and will not require the Directors or the Company to alter any arrangements detailed in the Remuneration Report, should the Resolution not be passed.

3 – RE-ELECTION OF DIRECTOR

In accordance with the Company’s Constitution, Dr Stephen Dunmead retires by rotation and, being eligible, offers himself for re-election as a Director of the Company.

Dr Dunmead is a global business executive who brings over 30 years of strong operational leadership experience in the US based global materials industry to the role of Non-Executive Director. He served as Chief Operating Officer at SWM International (NYSE: SWM) in Georgia where he was responsible for over 3,000 employees across 20 sites of the company’s global operations in North and South America, Europe and Asia, accounting for US$0.8 billion of revenue and US$180 million in EBITDA. At SWM International he led the business into the high growth and high margin filtration and medical sectors.

Prior to SWM International, Dr Dunmead spent over 15 years at OM Group (NYSE: OMG) in Ohio where he was a member of the Corporate Executive Team and had responsibility for six businesses with more than 6,500 employees across 32 sites in North America, Europe, Asia and Africa. Together, these businesses represented US$1.5 billion in revenue and US$255 million in EBITDA. Dr Dunmead started his career as a research engineer at the Lawrence Livermore National Laboratory in California. He later joined the Dow Chemical Company where he held a variety of research and business development positions.

Dr Dunmead holds a PhD in Materials Science and Engineering from the University of California at Davis, as well as a MS and BS in Ceramic Engineering from The Ohio State University. He holds 25 US Patents on Advanced Materials and Specialty Chemicals.

The Board recommends that shareholders vote in favour of this Resolution.

4 – RATIFICATION OF THE AGREEMENT TO ISSUE SHARES TO MR DON GRANTHAM JR. (CEO – EDEN US)

Resolution 3 seeks shareholder ratification, for the purposes of ASX Listing Rule 7.4 and for all other purposes, of the agreement between the Company and Mr Don Grantham Jr dated 13 May 2021, to issue to Mr Don Grantham Jr, free of charge and as part of his remuneration package, of:

  • (a) 5,000,000 Shares on 14 May 2021; and

  • (b) a further 5,000,0000 Shares on or as soon as practicable after 1 January 2022 (and in any event within 3 months of the date of this annual general meeting),

all of which Shares will rank pari passu with all other Shares currently on issue in the Company.

Mr Grantham is the chief executive officer/ president of Eden Innovations LLC (“Eden US”), a wholly owned subsidiary of Eden. He is not a director of Eden or Eden US.

Following approval by the Company’s shareholders at the general meeting held on 28 April 2021 of the cancellation (with Mr Grantham’s agreement) of the 3,000,000 performance rights then held by Mr Grantham, the Company entered into an agreement with Mr Grantham on 13 May 2021, to issue to Mr Grantham, free of charge and as part of his remuneration package, with up to 15,000,000 Shares in the Company (“Incentive Shares”), which were and are to progressively vest in three equal annual tranches of 5,000,000 Shares, as soon as practicable after 13 May 2021, 1 January 2022 and 1 January 2023. Each tranche of Incentive Shares which are issued will be subject to a holding lock (escrow period) for the period commencing on their issue date and ending as follows (and Mr Grantham will not be able to sell or otherwise dispose of the relevant tranche of Incentive Shares in this period):

  • (a) first tranche – up to and including 31 December 2021;

  • (b) second tranche – up to and including 31 December 2022;

  • (c) third tranche - up to and including 31 December 2023.

Mr Grantham will automatically lose his entitlement to any unvested tranche of Incentive Shares if he dies, suffers a disability that in the reasonable opinion of the Board prevents him from adequately fulfilling his function as CEO/President of Eden US for a period of no less than 3 months, is fired for cause or voluntarily leaves the employment of Eden US (other than to take up a position with the Company).

Mr Grantham will not be issued with any performance rights in the Company. No other equity performance or incentive package is planned for Mr Grantham during the next three-year period of the Company’s development.

The Company agreed to issue the Incentive Shares to Mr Grantham on 13 May 2021 (“Agreement Date”) in reliance on its 15% issuing capacity under Listing Rule 7.1.

In accordance with the Company’s agreement with Mr Grantham, the Company issued Mr Grantham with 5,000,000 Shares on 14 May 2021 (“First Tranche Shares”) and will, subject to Mr Grantham not losing his entitlement to be issued with future tranches of the Incentive Shares, issue Mr Grantham with a further 5.000,000 Shares on or around 1 January 2022 (“Second Tranche Shares”) and issue Mr Grantham with a further 5.000,000 Shares on or around 1 January 2023 (“Third Tranche Shares”)).

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue or agree to issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The agreement for the issue of the Incentive Shares did not fit within any of these exceptions and, as it has not yet been approved by the Company’s shareholders, it uses up some of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the Agreement Date by 15,000,000 securities.

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the Company’s capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

To this end, resolution 3 seeks shareholder approval of the agreement for the Issue of the First Tranche Shares and Second Tranche Shares (and being 10,000,000 Shares in aggregate) (“the Issue”) under and for the purposes of Listing Rule 7.4. This resolution 3 does not seek shareholder approval to the Issue of the Third Tranche Shares (being 5,000,000 Shares) under and for the purposes of Listing Rule 7.4 as the Third Tranche Shares will not be issued within 3 months of the date of this annual general meeting (and, accordingly, the Company’s agreement to issue the Third Tranche Shares will continue to reduce the Company’s capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12 month period following the Agreement Date by 5,000,000 securities).

If resolution 3 is passed, the Issue (of 10,000,000 Shares) will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Agreement Date.

If resolution 3 is not passed, the Issue (of 10,000,000 Shares) will still need to be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without shareholder approval over the 12 month period by 10,000,000 securities.

The Company’s total issued capital immediately prior to the Agreement Date was as follows:

The Company’s total issued capital immediately
Class Number
Shares 2,077,852,348
Options 69,394,506
PerformanceRights 19,481,010

The Issue Shares (10,000,000 in total) represented 0.481% of the Company’s issued share capital as at the Agreement Date (of 2,077,852,348 Shares), and represents 0.456% of the Company’s issued share capital as at the date of this notice (of 2,190,898,047 Shares).

The Company therefore seeks shareholder ratification of the agreement for the Issue of the 10,000,000 Shares to Mr Don Grantham Jr pursuant to Listing Rules 7.1 and 7.4.

The following information is provided in accordance with Listing Rule 7.5:

  1. All of the 10,000,000 Shares were or will be issued by the Company to Mr Don Grantham Jr

  2. The Company has agreed to issue a total of 15,000,000 ordinary fully paid shares to Mr Grantham but this resolution only relates to 10,000,000 of those Shares.

  3. The Shares were and will be issued on the same terms as, and rank pari passu with, the existing issued Shares of the Company and are quoted on the ASX.

  4. 5,000,000 Shares were issued on 14 May 2021 and a further 5,000,0000 Shares will be issued on or as soon as practicable after 1 January 2022 (and in any event within 3 months of the date of this annual general meeting),

  5. The Shares were and will be issued free of charge and as part of Mr Don Grantham Jr’s remuneration package.

  6. No funds were or will be raised from the issue of the Shares.

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by or on behalf of Mr Don Grantham Jr, or any of his associates. However, this does not apply to a vote cast in favour of the resolution by:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

  • the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the chair to vote on the resolution as the chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

GLOSSARY OF TERMS

In this Explanatory Statement and accompanying Notice of Meeting the following words and expressions have the following meanings:

  • " Act " means Corporations Act 2001 (Cth);

“ASIC” means Australian Securities and Investments Commission;

  • " ASX " means ASX Limited (ACN 008 624 691);

  • " Board " means the board of Directors of the Company;

  • " Company " or " Eden " means Eden Innovations Ltd (ACN 109 200 900);

  • " Director " means a director of the Company;

" Explanatory Statement " means the information attached to the Notice of Meeting which provides information to shareholders about the Resolutions contained in the Notice of Meeting;

“Listing Rules” means the ASX Listing Rules and “Listing Rule” has a corresponding meaning;

  • " Notice " or " Notice of Meeting " means the notice of meeting which accompanies this Explanatory Statement;

  • " Shares " means fully paid ordinary shares in the capital of the Company;

and unless the contrary intention appears, terms defined in the Notice of Meeting have the same meaning in this Explanatory Statement.

LODGE YOUR PROXY VOTE ONLINE

ONLINE PROXY APPOINTMENT

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Level 15, 197 St George’s Terrace, Perth, Western Australia 6000

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

2021 ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Eden Innovations Ltd and entitled to attend and vote hereby:

APPOINT A PROXY

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

If no individual(s) or body corporate(s) is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at the Level 15, 197 St Georges Terrace, Perth, WA on 26 November 2021 at 9.00am (WST) 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 acknowledge that the Chairman of the Meeting intends to, and I authorise the Chairman to, vote all undirected proxies available to him in favour of each item of business (including Resolution 1), even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

VOTING DIRECTIONS

Agenda Items

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For Against Abstain
1 Resolution 1 – Adoption of Remuneration Report
2 Resolution 2 – Election of Director
3 Resolution 3 – Ratification of the Agreement to Issue of Shares to Mr Don Grantham Jr
 * 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).
Email Address
Please tick here to agree to receive communications sent by the company via email. This may include meeting notifications, dividend
remittance, and selected announcements.
STEP 2
STEP 3
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HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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

CHANGE OF ADDRESS

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

APPOINTMENT OF A PROXY

If you wish to appoint the Chairman as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman will be your proxy.

DEFAULT TO THE CHAIR OF THE MEETINGS

CORPORATE REPRESENTATIVES

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

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

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

Joint Holding:

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

Power of Attorney:

If you leave Step 1 blank, or if your appointed proxy does not vote on a poll in accordance with your directions or does not attend the Meetings, then the proxy appointment will automatically default to the Chair of the Meetings, who is required to vote the proxies as directed.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on 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 a given item, your proxy may vote as they choose to the extent they are able. If you mark more than one box on an item, your vote on that item will be invalid.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you appoint the Chairman as your proxy (or if he is appointed by default) but do not direct him how to vote on an item (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that item), you will be expressly authorising the Chairman to vote as he sees fit on that item.

P LEASE NOTE: If you appoint the Chairman as your proxy (or if he is appointed by default) but do not direct him how to vote on an item (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that item), you will be expressly authorising the Chairman to vote as he sees fit on that item.

APPOINTMENT OF A SECOND PROXY

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

To appoint a second proxy you must:

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

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it.

Companies:

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

LODGE YOUR PROXY VOTE

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 9.00am (WST) on 24 November 2021, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled meeting.

  • ONLINE PROXY VOTE www.advancedshare.com.au/investor-login

  • BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

  • BY FAX +61 8 6370 4203

  • IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or

  • ALL ENQUIRIES TO Telephone: +61 8 9389 8033

  • (b) Return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

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