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EDEN INNOVATIONS LTD Proxy Solicitation & Information Statement 2022

Apr 25, 2022

64820_rns_2022-04-25_6a377f12-22f8-42fe-ba40-86cffb592a95.pdf

Proxy Solicitation & Information Statement

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ACN 109 200 900

26 April 2022

Dear Shareholder,

GENERAL MEETING – NOTICE AND PROXY FORM

Eden Innovations Ltd ( Company ) is convening its General Meeting of shareholders to be held on Friday, 27 May 2022 at 9:00am (AWST) (Meeting) at Level 15, 197 St Georges Terrace, Perth WA 6000.

In accordance with section 253RA of the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the notice convening the Meeting ( Notice ). Instead, a copy of the Notice (which is dated 26 April 2022) is available at https://edeninnovations.com/investors/#announcements and the ASX Company’s Announcement Platform at asx.com.au (ASX:EDE).

If you have elected to receive notices by email, the Company will provide a link via email to where the Notice and other materials relating to the Meeting can be viewed or downloaded. If you have not elected to receive notices from the Company by email, a copy of your personalised proxy form will be posted to you, together with this letter, for your convenience.

If for any reason you are unable to download a copy of the Notice, a hard copy can be obtained by contacting Advanced Share Registry Limited on +61 8 9389 8033.

A copy of your Proxy Form is enclosed for convenience. Proxy appointments may be lodged by any of the below methods and must be received by 9.00am (WST) on 25 May 2022:

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 9262 3723  IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or

The Notice (including the accompanying Explanatory Statement) sets out important details regarding the resolutions that will be put to Shareholders at the General Meeting of Eden Innovations Ltd. You should read the Notice and all accompanying materials carefully and in their entirety.

If you are in doubt as to how you should vote, you should seek independent advice from your accountant, solicitor or other professional adviser prior to voting.

The Company thanks shareholders for their ongoing support.

Yours faithfully

Aaron Gates Company Secretary

Eden Innovations Ltd | Telephone +61 8 9282 5889 Level 15, 197 St George’s Terrace, Perth, Western Australia 6000, Australia | edeninnovations.com

EDEN INNOVATIONS LTD ACN 109 200 900

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

EXPLANATORY STATEMENT

AND

PROXY FORM

TO BE HELD ON

27 MAY 2022 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 a General Meeting of shareholders of Eden Innovations Ltd (the Company ) will be held at Level 15, 197 St Georges Terrace, Perth on Friday the 27[th] of May 2022 at 9:00am.

AGENDA

1. Resolution 1 – Ratification and Approval of Issue of Shares and Options– November 2021 Placement

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 Rules 7.1 and 7.4 and for all other purposes, shareholders ratify and approve the issue to a number of sophisticated and professional investors (being persons to whom a disclosure document under Chapter 6D of the Act was not required to be provided), on 5 November 2021, of 50,000,000 Shares at a price of $0.022 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, together with 25,000,000 free attaching Options, each to acquire one Share at an exercise price of 5 cents and with an expiry date of 7 October 2024, raising $1,100,000 (before the expenses of the placement)”

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any of the sophisticated and professional investors who participated in the placement, or any of their associates. However, this does not apply to a vote cast in favour of this 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.

2. Resolution 2 – Cancellation of 23,303,013 performance rights

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 6.23.2 and for all other purposes, shareholders approve the cancellation of all of the 23,303,013 performance rights currently on issue by the Company under the Company’s Performance Rights Plan to 28 existing employees of the Eden Group (“Current Employees”) (subject, in the case of each Current Employee, to him or her agreeing to the cancellation of their performance rights), in consideration of the issue to the Current Employees, in the aggregate, of up to 42,991,008 new ordinary fully paid shares, free of charge and otherwise on the terms and conditions which are specified in the Explanatory Statement.”

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any of the Current Employees or any of their associates. However, the Company need not disregard a vote cast in favour of this 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.

3. Resolution 3 - Approval of Issue of 14,800,337 Shares to the Company’s employees

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 Rules 7.1 and 7.3 and for all other purposes, shareholders approve the issue to the Current Employees and 3 other persons recently employed by the Eden Group, free of charge and as part of their remuneration packages (and, in the case of the Current Employees, in consideration of their agreement to cancel their Performance Rights), of up to 14,800,337 Shares, to be issued within 3 months of the date of this meeting and otherwise on the terms and conditions set out in the Explanatory Statement.”

The Company will disregard any votes cast on this Resolution by or on behalf of any of the Current Employees and the other employees of the Eden Group entitled to participate in this issue, any person who will obtain a material benefit as a result of this issue, or any of their 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. Resolution 4 – Ratification and Approval of Issue of Shares – Donald Dracon, Senior VP of Strategic Business Development

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 Rules 7.1 and 7.4 and for all other purposes, shareholders ratify and approve the issue to Donald Dracon, on 21 April 2022, of 1,666,667 Shares, which Shares rank pari passu with all other Shares currently on issue by the Company, free of charge and as part of his remuneration package, and being the first (of three) equal annual installment of shares which the Company agreed to issue to Donald Dracon to incentivise him to remain in the employment of the Eden Group”

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Donald Dracon, or any of his associates. However, this does not apply to a vote cast in favour of this 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.

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 25 May 2022 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 26[th] day of April 2022

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 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.

RESOLUTION 1: RATIFICATION AND APPROVAL OF ISSUE OF SHARES AND OPTIONS – NOVEMBER 2021 PLACEMENT

Resolution 1 seeks shareholder ratification and approval, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, of the issue to the Placement Subscribers (being persons to whom a disclosure document under Chapter 6D of the Act was not required to be provided), on 5 November 2021 (“Issue Date”), of 50,000,000 Shares at a price of $0.022 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, together with 25,000,000 free attaching Options, each to acquire one Share at an exercise price of 5 cents expiring 7 October 2024, raising $1,100,000 (before the expenses of the placement) (the “November 2021 Placement”).

The terms and conditions of the Options (other than exercise price and expiry date) are summarised in Schedule 1.

A placement fee of 6% of the value of the funds raised was payable to the brokers to the November 2021 Placement.

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 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 November 2021 Placement did not fit within any of these exceptions and, as it has not yet been approved by the Company’s shareholders, it effectively uses up part 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 Issue Date.

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 1 seeks shareholder approval to the Shares and Options issued under the November 2021 Placement under and for the purposes of Listing Rule 7.4.

If Resolution 1 is passed, the Shares and Options issued under the November 2021 Placement will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without shareholder approval over the 12 month period following the Issue Date.

If Resolution 1 is not passed, the Shares and Options issued under the November 2021 Placement will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

At the same time as the November 2021 Placement, the Company also issued to a number of professional and sophisticated investors (being persons to whom a disclosure document under Chapter 6D of the Act was not required to be provided) a further 68,510,727 Shares at a price of $0.022 per Share, which Shares rank pari passu with all other Shares currently on issue by the Company, together with 34,255,364 free attaching Options, each to acquire one Share at an exercise price of 5 cents expiring 7 October 2024, raising an additional $1,507,236 (approximately). These Shares and Options represented all of the shortfall (of Shares and accompanying Options) not taken up under the Company’s nonrenounceable rights issue which closed on 1 October 2021 (“Shortfall Placement”). The Shares and Options which were issued under the Shortfall Placement were not required to be included in the Company’s 15% issuing capacity under Listing Rule 7.1, by virtue of Exception 3 of Listing Rule 7.3, and therefore the Shortfall Placement did not have any impact on the number of equity securities the Company can issue without shareholder approval over the 12 month period following the Issue Date. This resolution 1 does not therefore apply to the Shares and Options issued under the Shortfall Placement.

However, because it is not possible to separately identify those professional and sophisticated investors who participated in the November 2021 Placement and those who participated in the Shortfall Placement, given both took place on the Issue Date, the Company will treat the voting exclusion statement (below) as applying to all of those investors.

The Company’s total issued capital immediately prior to the issue of the Shares and Options under the November 2021 Placement and Shortfall Placement on the Issue Date was as follows:

Class Number
Shares 2,190,898,047
EDEO Options 111,901,843
5 cent Options 49,543,744
6.5 cent ESOP options 1,000,000
4.379 cent Options 6,850,762
7 cent Options 6,000,000
8 cent Options 6,000,000
Performance Rights 27,304,014

The issue of the 50,000,000 Shares and 25,000,000 Options the subject of this Resolution 1 (being 75,000,000 equity securities in total) represented 3.42% of the Company’s then issued share capital (of 2,190,898,047 Shares), and represents 3.24% of the Company’s issued share capital as at the date of this Notice (of 2,316,107,638 Shares).

The Company seeks shareholder ratification and approval to the issue of the 50,000,000 Shares and 25,000,000 Options the subject of this Resolution 1 pursuant to Listing Rules 7.1 and 7.4.

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

  1. The Shares and Options were issued to the Placement Subscribers, being clients of the 5 brokers to the November 2021 Placement (being CPS Capital Group Pty Ltd, Alignment Capital Pty Ltd, 180 Markets Pty Ltd, Fresh Equities Pty Ltd and Euroz Hartleys Limited) and being persons to whom a disclosure document under Chapter 6D of the Act was not required to be provided, none of whom received, under the November 2021 Placement, more than 0.86% of the Shares, or more than 5.5% of the Options, on issue in the Company as at the date of this Notice and none of whom are a related party of the Company, a substantial holder in the Company or a member of the Company’s key management personnel.

  2. A total of 50,000,000 Shares and 25,000,000 Options the subject of this Resolution 1 were issued by the Company under the November 2021 Placement.

  3. The Shares were issued on the same terms as, and rank pari passu with, all of the existing issued Shares of the Company and are quoted on the ASX. The Options were issued on the terms and conditions set out above and in Schedule 1, and are quoted on the ASX. Any Shares which are issued consequent upon the exercise of any of these Options will rank pari passu with the existing issued Shares of the Company and will be quoted on the ASX.

  4. The Shares and Options were issued on 5 November 2021.

  5. All of the Shares were issued at a price of $0.022 raising $1,100,000, less the expenses of the November 2021 Placement. All of the Options were issued free of charge, with each Option being exercisable at an exercise price of 5 cents expiring 7 October 2024.

  6. $1,100,000 was raised from the issue of the Shares under the November 2021 Placement, which amount will be applied to meet the costs of the November 2021 Placement and the ongoing working capital requirements of the Company (including payments of salaries and wages and payments to suppliers in the ordinary course of business). No funds were raised from the issue of the Options: any funds which are raised from the exercise of these Options will be applied to the Company’s ongoing working capital requirements.

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any of the Placement Subscribers, or any of their associates. However, this does not apply to a vote cast in favour of this 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.

RESOLUTION 2: CANCELLATION OF 23,303,013 PERFORMANCE RIGHTS CURRENTLY ON ISSUE UNDER THE COMPANY’S PERFORMANCE RIGHTS PLAN TO CURRENT EMPLOYEES

Resolution 2 seeks shareholder approval, for the purpose of ASX Listing Rule 6.23.2 and for all other purposes, to the cancellation of all of the 23,303,013 Performance Rights currently on issue by the Company under the Company’s Performance Rights Plan (“the Performance Rights”) to the Current Employees (subject, in the case of each Current Employee, to them agreeing to their cancellation), in consideration of the issue to the Current Employees, in the aggregate, of up to 42,991,008 new ordinary fully paid shares, free of charge and otherwise on the terms and conditions which are specified in this Explanatory Statement

Eden’s Performance Rights Plan was approved at a general meeting of Eden’s shareholders on 2 July 2019. As at the date of this notice, there are 23,303,013 Performance Rights on issue under that plan. Each Performance Right represents a right to be issued one Share at a future point in time subject to the satisfaction of the vesting conditions. No exercise price is payable. The Performance Rights comprise 7,767,671 class A Performance Rights, 7,767,671 class B Performance Rights and 7,767,671 class C Performance Rights, issued on the following terms and conditions:

Class A Performance Rights

  • Vesting Condition - Commercial revenue reaching US$6m over a rolling 12 month period;

  • Expiry Date (latest date for satisfaction of the Vesting Condition) - 31 August 2022

Class B Performance Rights

  • Vesting Condition - Commercial revenue reaching US$12m over a rolling 12 month period;

  • Expiry Date (latest date for satisfaction of the Vesting Condition) - 31 August 2023

Class C Performance Rights

  • Vesting Condition - Commercial revenue reaching US$24m over a rolling 12 month period;

  • Expiry Date (latest date for satisfaction of the Vesting Condition) - 31 August 2024

Under the Performance Rights Plan, the Current Employees are prohibited from:

  • (a) selling or otherwise disposing of (or agreeing or offering to sell or dispose of);

  • (b) doing, or omitting to do, anything if the act or omission would have the effect of transferring effective ownership or control of; or

  • (c) creating, or agreeing or offering to create, any security interest, charge, mortgage, lien or other encumbrance in or over,

50% of any Shares which will issue to them upon the vesting of each of the class A Performance Rights, class B Performance Rights and class C Performance Rights (or such greater percentage, up to 100%, of any applicable tranche(s) of the Shares as the Board may determine, in its sole and absolute discretion, before issuing the relevant tranche of Shares upon the vesting of the applicable Performance Rights) for a period of 12 months from their date of issue.

As the consideration for each Current Employee’s agreement to cancel their Performance Rights, the Company will issue to the Current Employees, in the aggregate, up to 42,991,008 new ordinary fully paid shares (“Incentive Shares”) free of charge.

The new Incentive Shares will be issued on the following terms and conditions:

  1. The Incentive Shares will be issued in three equal annual tranches, with the first tranche to be issued within 20 business days of this meeting.

  2. It will be a condition of the issue of each annual tranche of Incentive Shares that the employee remains an employee of the Eden Group at the time of issue and has not served a notice of termination of their employment at that time.

  3. 100% of each tranche of the Incentive Shares will be subject to a 12-month holding lock (escrow period) after issue (and the holder will not be able to sell or otherwise dispose of the Incentive Shares the subject of this holding lock in this period).

The Incentive Shares will otherwise be issued on the same terms as, and rank pari passu with, all of the existing issued Shares of the Company and will be quoted on the ASX.

The Incentive Shares will only be issued to a Current Employee if he or she agrees to the cancellation of all of their Performance Rights.

No consideration will be payable by any of the employees for the Incentive Shares which are issued to them. The Current Employees will not be issued with any new performance rights, and no other equity performance or incentive package is planned for them during the next three-year period of the Company’s development.

It is proposed that all of the 28 Current Employees will receive more Incentive Shares than the number of Performance Rights currently held by them (ranging from a 25% to a 300% increase).

In addition to the 42,991,008 Incentive Shares to be issued to the Current Employees, Eden also proposes to issue to three employees who do not currently hold any Performance Rights, in the aggregate, 1,410,000 additional Incentive Shares (on the terms and conditions set out above).

In addition, on 20 April 2022, Eden agreed to issue 5,000,000 Incentive Shares to a newly employed employee of the Eden Group (on the terms and conditions set out above). The first annual tranche of these Incentive Shares (being 1,666,667 Shares) were issued on 21 April 2022 and are the subject of Resolution 4.

ASX Listing Rule 6.23.2 provides that a change to an option (which term encompasses a performance right) which has the effect of cancelling an option for consideration can only be made if shareholders approve the change.

Given the Current Employees, provided they agree to the cancellation of their Performance Rights, will be issued with new Incentive Shares, these Incentive Shares will be consideration for the cancellation. Approval to cancel the Performance Rights is therefore required under ASX Listing Rule 6.2.3.2.

Eden proposes to undertake the cancellation of all of its Performance Rights, and to issue the Incentive Shares, for the following reasons:

  1. A large part of Eden’s operations are in the United States and the Eden Group has recently lost three employees to what is colloquially being referred to as the “great resignation” – Eden desire to implement this proposal in order to improve its employees’ remuneration packages (and to ensure they are fairly remunerated given the current tight labour markets and in light of increasing wages).

  2. This proposal will incentivise its employees to remain in the employment of the Eden Group, both because it will improve employees’ remuneration packages and because the conditions which will be imposed on the issue of the Incentive Shares require the employees (to receive the full benefit of the incentive) to remain in the employment of the Eden Group on the first and second anniversaries of the issue of the first (annual) tranche of the Incentive Shares.

  3. Eden considers that issuing Incentive Shares on the terms set out above will better incentivise its employees to remain in the employment of the Eden Group than their current Performance Rights, or new performance rights issued under the Performance Rights Plan on different terms, as the Incentive Shares will provide employees with certainty that they will be issued with the Incentive Shares should they continue in the employment of the Eden Group.

  4. Eden wants to ensure that the form of incentive which it offers to all of its employees is the same, and as a result does not wish to issue Incentive Shares to new employees, whilst the Current Employees continues to hold Performance Rights, as it does not consider this would result in the incentives operating fairly and equitably.

  5. Due to the drop in Eden’s share price since the Performance Rights were granted on 13 May 2021 the value of each Current Employee’s Performance Rights (which, subject to the satisfaction of the applicable vesting conditions by the applicable expiry date, each convert into one Share) has significantly declined. For this reason, the number of new Incentive Shares which are issued to each Current Employee need to exceed the number of Performance Rights currently held by each Current Employee in order for those Incentive Shares to have the same underlying value as the Performance Rights had when they first issued.

  6. Eden considers the issue of Incentive Shares to employees will align the interests of its employees with the interests of its shareholders and provide a greater incentive for employees to focus on the Company’s longer terms goals, as any increase in the value of the Company, and its Shares, will then directly benefit its employees and they will share in the future growth in the value of the Company.

For all of the above reasons, Eden considers the issue of the Incentive Shares will assist in the reward, retention and motivation of employees of the Eden Group.

None of the Performance Rights have been, and none of the new Incentive Shares will be, issued to Eden’s directors.

The Performance Rights held by the Current Employees, totaling 23,303,013 in number, would have resulted in, assuming all of the applicable vesting conditions were met before the applicable expiry dates, the issue of 23,303,013 new Shares, which represent 1.01% of Eden’s current issued share capital (of 2,316,107,638 Shares) and 0.93% of its fully diluted share capital (assuming all existing Options on issue as at the date of this Notice were exercised) (of 2,497,371,789 Shares).

The new Incentive Shares to be issued to the Current Employees, totaling up to 42,991,008 in number, assuming all of them are issued (noting they will be issued in three equal tranches, subject to satisfaction of the conditions set out above), represent 1.86% of Eden’s current issued share capital (of 2,316,107,638 Shares) and 1.72% of its fully diluted share capital (assuming all existing Options on issue as at the date of this Notice were exercised) (of 2,497,371,789 Shares).

As such, the new Incentive Shares, in the aggregate, represent a very small percentage of Eden’s current (and fully diluted) Share capital, which percentage interest would be diluted further if Eden undertakes any further capital raising to augment its working capital funds.

If the Company’s Shareholders do not approve this Resolution 2, the Performance Rights held by the Current Employees will not be cancelled and, whilst all of the 42,991,008 Incentive Shares may not be issued to the Current Employees, the Company may still proceed to issue some of these Incentive Shares to its Current Employees (although in that scenario the number of Incentive Shares which will be issued, in the aggregate, to the Current Employees will be smaller). Alternatively, the Company may investigate other ways in which it can amend the remuneration packages of its Current Employees to achieve the desired outcome of incentivising them to remain employees of the Eden Group.

If any of the Current Employees do not agree to the cancellation of their Performance Rights, their Performance Rights will not be cancelled and no Incentive Shares will be issued to them.

Eden is seeking approval under Resolution 3 below for the purpose of Listing Rule 7.1 to issue the first (annual) tranche of the new Incentive Shares –if Resolution 3 is passed, that tranche of the Incentive Shares will be excluded in calculating the Company’s 15% issuing capacity under Listing Rule 7.1. The Company will issue the second and third (annual) tranches of the Incentive Shares in reliance on its 15% issuing capacity under Listing Rule 7.1.

Voting Exclusion Statement

The Company will disregard any votes on this Resolution 2 by or on behalf of any of the Current Employees and any of their 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.

RESOLUTION 3 –APPROVAL OF ISSUE TO EMPLOYEES OF 14,800,337 SHARES

Resolution 3 seeks shareholder approval, for the purposes of ASX Listing Rules 7.1 and 7.3 and for all other purposes, to issue to employees of the Eden Group, free of charge and as part of their remuneration packages, up to 14,800,337 Shares, all of which Shares will rank pari passu with all other Shares currently on issue in the Company.

The Company will:

  • (a) following approval by the Company’s shareholders of Resolution 2, approach each of its Current Employees to cancel (with their agreement) all of their Performance Rights; and

  • (b) enter into an agreement with each of its Current Employees, and 3 other employees (who do not currently hold any Performance Rights under the Company’s Performance Rights Plan), to issue them with new Incentive

Shares, free of charge and as part of their remuneration package (in the case of the Current Employees, subject to them first agreeing to the cancellation of all of their Performance Rights).

As noted above, the Incentive Shares will be issued on the following terms and conditions:

  1. The Incentive Shares will be issued in three equal annual tranches.

  2. It will be a condition of the issue of each annual tranche of Incentive Shares that the employee remains an employee of the Eden Group at the time of issue and has not served a notice of termination of their employment at that time.

  3. 100% of each tranche will be subject to a 12-month holding lock (escrow period) after issue (and the holder will not be able to sell or otherwise dispose of the Incentive Shares the subject of this holding lock in this period).

The Incentive Shares will otherwise be issued on the same terms as, and rank pari passu with, all of the existing issued Shares of the Company and will be quoted on the ASX.

None of the employees who receive Incentive Shares will be issued with any performance rights in the Company. No other equity performance or incentive package is planned for any of the employees during the next three-year period of the Company’s development.

It is anticipated that the aggregate number of Shares to be issued as part of the first annual tranche (“T1 Incentive Share Issue”) will be 14,800,337 (“T1 Incentive Shares”).

The Company’s total issued capital immediately prior to the date of this Notice is as follows:

Class Number
Shares 2,316,107,638
EDEO Options 111,869,645
5 cent Options 49,543,744
6.5 cent ESOP options 1,000,000
4.379 cent Options 6,850,762
7 cent Options 6,000,000
8 cent Options 6,000,000
Performance Rights 27,304,014

The T1 Incentive Shares (14,800,337 in total) represent 0.639% of the Company’s issued share capital as at the date of this Notice (of 2,316,107,638 Shares).

Eden is proposing to undertake the T1 Incentive Share Issue within 20 business days of this meeting.

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 without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

This Resolution 3 seeks the required shareholder approval to the T1 Incentive Share Issue under and for the purposes of Listing Rule 7.1. The T1 Incentive Share Issue does not fit within any of these exceptions. While the T1 Incentive Share Issue does not exceed the 15% limit in Listing Rule 7.1 and can therefore be made without breaching that rule, Eden wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval under Listing Rule 7.1. To do this, Eden is asking shareholders to approve the T1 Incentive Share Issue under Listing Rule 7.1 so that it does not use up any of the 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

To this end, this Resolution 3 seeks shareholder approval to the T1 Incentive Share Issue under and for the purposes of Listing Rule 7.1.

If this Resolution 3 is passed, the T1 Incentive Share Issue can proceed without using up any of Eden’s 15% limit on issuing equity securities without shareholder approval set out in Listing Rule 7.1.

If this Resolution 3 is not passed, the T1 Incentive Share Issue can still proceed but it will reduce, to that extent, Eden’s capacity to issue equity securities without shareholder approval under Listing Rule 7.1 for 12 months following the T1 Incentive Share Issue.

The Company therefore seeks shareholder approval to issue the T1 Incentive Share Issue pursuant to Listing Rule 7.1.

The following information is provided in accordance with Listing Rule 7.3:-

  1. The T1 Incentive Shares are to be issued to the Current Employees plus 3 other employees of the Eden Group who do not currently hold any Performance Rights under the Company’s Performance Rights Plan. None of these employees are a related party of the Company, a substantial holder of the Company, an adviser to the Company or an associate of any of those persons. One of the Current Employees is the company secretary of the Company, but otherwise the Current Employees are not members of the Company’s key management personnel. The largest percentage interest in the Company’s issued share capital which any of these employees holds (based on the Company’s issued share capital as at the date of this notice, of 2,316,107,638 Shares) is 0.021%

  2. The total number of T1 Incentive Shares which are to be issued is a maximum of 14,800,337 Shares;

[The Company will agree to issue up to a total of 44,401,011 new Incentive Shares to the persons referred to in paragraph 1 above, but this Resolution 3 only relates to the Incentive Shares to be issued as part of the first annual tranche. The Company’s agreement to issue the second and third (annual) tranche of the Incentive Shares will be made in reliance on its 15% issuing capacity under Listing Rule 7.1.].

  1. The T1 Incentive Shares will be issued on the terms and conditions set out above and will be quoted on the ASX.

  2. The T1 Incentive Shares will all be issued no later than three months after the date of this meeting (it is intended that they will be issued within 20 business days after this Resolution 3 is passed). The Company anticipates allotting all of the T1 Incentive Shares in one parcel.

  3. No issue price will be paid by the employees for their T1 Incentive Shares (they are being issued as part of their remuneration packages).

  4. The purpose of the issue of the T1 Incentive Shares is to incentivise employees of the Eden Group to remain in the employment of the Eden Group.

  5. No funds will be raised from the issue of the T1 Incentive Shares, which are being issued free of charge.

Voting exclusion statement

The Company will disregard any votes cast on this Resolution by or on behalf of any of the employees who will be issued with any of the T1 Incentive Shares, any person who will obtain a material benefit as a result of the issue of the T1 Incentive Shares or any of their 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.

RESOLUTION 4 - RATIFICATION AND APPROVAL OF ISSUE OF 1,666,667 SHARES TO DONALD DRACON, SENIOR VP OF STRATEGIC BUSINESS DEVELOPMENT

Resolution 1 seeks shareholder ratification and approval, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, of the issue to Donald Dracon, on 21 April 2022, of 1,666,667 Shares, which Shares rank pari passu with all other Shares currently on issue by the Company, free of charge and as part of his remuneration package, and being the first (of three) equal annual installment of shares which the Company has agreed to issue to Donald Dracon, on the terms and conditions set out below, to incentivise him to remain in the employment of the Eden Group.

On 20 April 2022, the Company agreed to issue to Donald Dracon, up to 5,000,000 new ordinary fully paid Shares, free of charge.

The terms and conditions on which the Company agreed to issue these Shares to Donald Dracon are the same as the terms and conditions on which the Company intends to issue the Incentive Shares the subject of Resolution 3 above, namely:

  1. The 5,000,000 Shares will issued in three equal annual tranches (the first tranche of 1,666,667 Shares was issued on 21 April 2022 (“Issue Date”) and is the subject of this Resolution 4 (“the Employee Shares”)).

  2. It will be a condition of the issue of each annual tranche of the Employee Shares that Donald Dracon remains an employee of the Eden Group at the time of issue and has not served a notice of termination of his employment at that time.

  3. 100% of each tranche of the Employee Shares will be subject to a 12-month holding lock (escrow period) after issue (and Donald Dracon will not be able to sell or otherwise dispose of the Employee Shares the subject of this holding lock in this period).

The Employee Shares will otherwise be issued on the same terms as, and rank pari passu with, all of the existing issued Shares of the Company and will be quoted on the ASX.

Donald Dracon is a new employee of the Company and does not hold any Performance Rights.

No consideration will be payable by Donald Dracon for the issue of any of the Employee Shares. Donald Dracon will not be issued with any new performance rights, and no other equity performance or incentive package is planned for him during the next three-year period of the Company’s development.

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 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 issue of the Employee Shares did not fit within any of these exceptions and, as it has not yet been approved by the Company’s shareholders, it effectively uses up part 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 Issue Date.

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 4 seeks shareholder approval to the issue of the Employee Shares under and for the purposes of Listing Rule 7.4.

If Resolution 4 is passed, the Employee Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without shareholder approval over the 12 month period following the Issue Date.

If Resolution 4 is not passed, the Employee Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

The Company’s total issued capital immediately prior to the issue of the Employee Shares was as follows:

Class Number
Shares 2,314,440,971
EDEO Options 111,869,645
5 cent Options 49,543,744
6.5 cent ESOP options 1,000,000
4.379 cent Options 6,850,762
7 cent Options 6,000,000
8 cent Options 6,000,000
Performance Rights 27,304,014

The issue of the 1,666,667 Shares the subject of this Resolution 4 represented 0.072% of the Company’s then issued share capital (of 2,314,440,971 Shares), and represents 0.072% of the Company’s issued share capital as at the date of this Notice (of 2,316,107,638 Shares).

The Company seeks shareholder ratification and approval to the issue of the 1,666,667 Shares the subject of this Resolution 4 pursuant to Listing Rules 7.1 and 7.4.

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

  1. The Shares were issued to Donald Dracon, who is the Senior Vice President of Strategic Business Development.

  2. 1,666,667 Shares were issued by the Company to Donald Dracon.

  3. [The Company has agreed to issue up to a total of 5,000,000 new Shares to Donald Dracon, but this Resolution 4 only seeks shareholder approval to ratify the issue of the first annual tranche of these shares. The second and third (annual) tranche of the Incentive Shares will continue to use up part of the Company’s 15% issue capacity in Listing Rule 7.1.].

  4. The Shares were issued on the terms set out above and are quoted on the ASX.

  5. The Shares were issued on 21 April 2022.

  6. The Shares were issued free of charge.

  7. No funds were raised from the issue of the Shares, which were issued as part of Donald Dracon’s remuneration package.

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Donald Dracon, or any of his associates. However, this does not apply to a vote cast in favour of this 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.

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) or the Australian Securities Exchange, as required by the context;

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

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

“Current Employees” means the 28 existing employees of the Eden Group who, as at the date of this Notice, together hold 23,303,013 Performance Rights under the Company’s Performance Rights Plan;

  • " Director " means a director of the Company;

“Eden Group” means Eden and all of its subsidiaries;

  • " 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; “November 2021 Placement” means the placement, on 5 November 2021 of, in the aggregate, 50,000,000 Shares and 25,000,000 Options, to the Placement Subscribers;

“Option” means an option to acquire one Share at an exercise price of 5 cents expiring 7 October 2024;

“Placement Subscribers” means those investors to whom the Shares and Options the subject of the November 2021 Placement and the Shortfall Placement were issued;

  • “Performance Rights” means the 23,303,013 performance rights currently on issue under the Company’s Performance Rights Plan as at the date of this Notice;

“Performance Rights Plan ” means the Eden Innovations Ltd Performance Rights Plan which was approved by the Company’s Shareholders at the general meeting held on 2 July 2019;

“ Resolutions ” means the resolutions contained in this Notice;

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

“Shortfall Placement” means the placement, on 5 November 2021, of 68,510,727 Shares and 34,255,364 Options, to the Placement Subscribers raising approximately $1,507,236, and representing all of the shortfall (of Shares and accompanying Options) not taken up under the Company’s non-renounceable rights issue which was announced on 23 August 2021 and which closed on 1 October 2021,

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

Schedule 1 Terms and Conditions of Options

  • (1) The Options are exercisable at any time prior to 5.00pm WST on the expiry date stated in the relevant Resolution (“Time of Expiry”). Options not exercised on or before the Time of Expiry will automatically lapse.

  • (2) The Options may be exercised wholly or in part by completing a notice of exercise of options substantially in the form attached to the option certificate ("Notice of Exercise") to be delivered to the Company's registered office and received by it any time prior to the Time of Expiry.

  • (3) The Options entitle the holder to subscribe (in respect of each Option held) for one Share at an exercise price per Option as specified in the relevant Resolution.

  • (4) Upon the exercise of the Options and receipt of all relevant documents and payment, Shares will be issued ranking equally with the then issued Shares. If at the date of exercise of the Options the Shares of the Company are quoted on the ASX, the Company will apply to ASX to have the Shares so issued granted Quotation.

  • (5) A summary of the terms and conditions of the Options including the Notice of Exercise will be sent to all holders of Options when they are issued.

  • (6) Any Notice of Exercise received by the Company prior to the Time of Expiry will be deemed to be a Notice of Exercise as at the last Business Day of the month in which such notice is received.

  • (7) There are no participating entitlements inherent in the Options to participate in new issues of capital, which may be offered to Shareholders during the currency of the Options. Prior to any new pro rata issue of securities to Shareholders, holders of Options will be notified by the Company and will be afforded 10 business days before the Record Date (as defined in the Listing Rules) (to determine entitlements to the issue), to exercise Options.

  • (8) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Time of Expiry, the number of Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on holders of Options which are not being conferred on Shareholders and (subject to the provisions with respect to rounding of entitlements as sanctioned by the meeting of Shareholders approving the reconstruction of capital), in all respects, the terms for the exercise of Options shall remain unchanged. For these purposes the rights of the Option holder may be changed from time to time to comply with the Listing Rules applying to a reorganisation of capital at the time of reorganisation.

  • (9) The Options may be transferred at any time prior to the Time of Expiry.

  • (10) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the Notice of Exercise.

ONLINE PROXY APPOINTMENT

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

LODGE YOUR PROXY VOTE ONLINE

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.

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 General Meeting of the Company to be held at the Level 15, 197 St Georges Terrace, Perth, WA on 27 May 2022 at 9.00am (WST) and at any adjournment or postponement of that Meeting.

VOTING DIRECTIONS

Agenda Items

For Against Abstain 1 Resolution 1 – Ratification And Approval Of Issue Of Shares And Options – November 2021 Placement 2 Resolution 2 – Cancellation Of 23,303,013 Performance Rights Currently On Issue 3 Resolution 3 – Approval Of Issue To Employees Of 14,800,337 Shares 4 Resolution 4 – Ratification And Approval Of Issue Of 1,666,667 Shares To Donald Dracon  * 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.

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

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.

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.

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

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 CHAIRMAN

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 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:

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 acknowledge that the Chairman intends to, and you expressly authorise the Chairman to, vote in favour of each item of business.

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

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 25 May 2022, 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

  • (b) Return both forms together.

  • 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

  • ALL ENQUIRIES TO Telephone: +61 8 9389 8033

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