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EMMERSON RESOURCES LIMITED AGM Information 2021

Nov 11, 2021

64876_rns_2021-11-11_a310239f-1846-4dc0-ae03-a4d2d860899d.pdf

AGM Information

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EMMERSON RESOURCES LIMITED

ACN 117 086 745

ADDENDUM TO NOTICE OF GENERAL MEETING

Emmerson Resources Limited (ACN 117 086 745) ( Company ), hereby gives notice to Shareholders that, in relation to the notice of meeting released to ASX on 14 October 2021 ( Notice ) in respect of the annual general meeting of Shareholders to be held at 10:00am (WST) on Thursday, 25 November 2021 (the Meeting ), the Directors have resolved to include additional Resolutions 5 and 6 on the terms set out in this Addendum ( Additional Resolutions ).

General

Defined terms in the Notice have the same meaning in this Addendum.

This Addendum is supplemental to the original Notice and should be read in conjunction with the original Notice. All other Resolutions proposed in the original Notice remain unchanged ( Unchanged Resolutions ).

Replacement Proxy Form

Annexed to this Addendum to Notice of AGM is a replacement Proxy Form ( Replacement Proxy Form ).

To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, Shareholders are advised that:

  • (a) If you have already completed and returned the Proxy Form annexed with the Notice ( Original Proxy Form ) and you wish to change your original vote for the Unchanged Resolutions or cast votes for the Additional Resolutions, you must complete and return the Replacement Proxy Form .

  • (b) If you have already completed and returned the Original Proxy Form and you do not wish to change your original vote for the Unchanged Resolutions or vote on the Additional Resolutions, you do not need to take any action as the earlier submitted Original Proxy Form will be accepted by the Company for the Unchanged Resolutions unless you submit a Replacement Proxy Form. For the sake of clarity, the Company notes that if you do not lodge a Replacement Proxy Form, you will not have cast votes for the Additional Resolutions .

  • (c) If you have not yet cast any votes and wish to vote on the Resolutions in the Notice as amended by the Addendum, please complete and return the Replacement Proxy Form.

Likewise, if you have appointed proxy using the online capabilities and you wish to update your proxy preferences, the online proxy capabilities (available at www.advancedshare.com.au/investor-login) have been updated to include the ability to appoint and instruct a proxy in respect of voting on the Amended Resolution.

Shareholders must return the completed Replacement Proxy Form 10.00am (WST) on 23 November 2021. Alternatively, if you are using the online capabilities for proxy appointment, complete or update your proxy votes via the updated online capabilities.

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ENQUIRIES

Shareholders are requested to contact the Company Secretary, Rod Wheatley, on +61 8 9381 7838 if they have any queries in respect of the matters set out in this Addendum to the Notice.

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The Notice is amended as follows:

A new Resolution 5 is inserted into the Notice, immediately following Resolution 4, as follows:

2. RESOLUTION 5 – ELECTION OF DIRECTOR – ALAN TATE

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

“That, for the purpose of clause 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Alan Tate, a Director who was appointed as an additional Director on 15 November 2021, retires, and being eligible, is elected as a Director.”

A new Resolution 6 is inserted into the Notice, immediately following Resolution 5, as follows:

3. RESOLUTION 6 – ISSUE OF OPTIONS TO RELATED PARTY – ALAN TATE

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

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,000,000 Options to Alan Tate (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

Voting Prohibition Statement:

Resolution 6 – Issue of
Options to Related Party
A person appointed as a proxy must not vote, on the basis of that
appointment, on this Resolution if:
(a)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
(b)
the appointment does not specify the way the proxy is to
vote on this Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise
the proxy even though this Resolution is connected directly
or indirectly with remuneration of a member of the Key
Management Personnel.

Voting Exclusion Statement :

Resolution 6 – Issue of
Options to Related Party
Alan Tate (or his nominee) and any other person who will obtain a
material benefit as a result of the issue of the securities (except a
benefit solely by reason of being a holder of ordinary securities in
the Company) or an associate of that person or those persons.

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However, this does not apply to a vote cast in favour of the Resolution by:

  • (a) a person as a 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

  • (b) the Chair 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

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

  • (i) 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

  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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EXPLANATORY STATEMENT

4. RESOLUTION 5 – ELECTION OF DIRECTOR – ALAN TATE

4.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Alan Tate, having been appointed by other Directors on 15 November 2021 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

4.2 Qualifications and other material directorships

Mr Tate has extensive experience in public listed companies at Board and Committee level and is currently Group CFO of BGC Group and a non-executive director of the not-for-profit company, Ride against Domestic Violence. Mr Tate has 30 years’ experience as a commercial and finance leader and a focus on delivering shareholder value and has previously held senior executive roles providing strategic, commercial, and financial leadership to a variety of international and ASX 100 companies including Iluka Resources, BHP Billiton and WMC Resources. He is a Fellow of Chartered Accountants Australia and New Zealand and a Fellow of the Australian Institute of Company Directors.

4.3 Independence

Alan Tate has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his/her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected the Board considers Alan Tate will be an independent Director.

4.4 Other material information

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Alan Tate.

Alan Tate has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company.

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4.5 Board recommendation

The Board considers that Mr Tate’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of Alan Tate and recommends that Shareholders vote in favour of Resolution 5.

5. RESOLUTION 6 – ISSUE OF OPTIONS TO RELATED PARTY – ALAN TATE

5.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue 2,000,000 Options ( Options ) to Mr Alan Tate (or his nominee) on the terms and conditions set out below.

Resolution 6 seeks Shareholder approval for the issue of the Options to Mr Alan Tate (or his nominee).

5.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

  • (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

  • (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue of Options to Alan Tate (or his nominee) constitutes giving a financial benefit and Alan Tate is a related party of the Company by virtue of being a Director.

The Directors (other than Alan Tate who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of Options because the agreement to issue the Options, reached as part of the remuneration package for Alan Tate, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

5.3

Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

  • 10.11.1 a related party;

  • 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

  • 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

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  • 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

  • 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue of Options falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 6 seeks the required Shareholder approval for the issue of the Options under and for the purposes of Listing Rule 10.11.

5.4 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the Options to Alan Tate within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Options (because approval is being obtained under Listing Rule 10.11), the issue of the Options will not use up any of the Company’s 15% annual placement capacity.

If Resolution 6 is not passed, the Company will not be able to proceed with the issue of the Options and may need to seek to remunerate Alan Tate by another means.

5.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolution 6:

  • (a) the Options will be issued to Alan Tate (or his nominee), who falls within the category set out in Listing Rule 10.11.1 as Alan Tate is a related party of the Company by virtue of being a Director;

  • (b) the maximum number of Options to be issued is 2,000,000;

  • (c) the terms and conditions of the Options are set out in Schedule 3;

  • (d) the Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Options will occur on the same date;

  • (e) the issue price of the Options will be nil. The Company will not receive any other consideration in respect of the issue of the Options (other than in respect of funds received on exercise of the Options);

  • (f) the purpose of the issue of the Options is to provide a performance linked incentive component in the remuneration package for Alan Tate to motivate and reward their performance as a Director and to provide cost effective remuneration to Alan Tate, enabling the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Alan Tate;

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  • (g) the current total remuneration package for Alan Tate is $45,000 plus statutory superannuation. If the Options are issued, the total remuneration package of Alan Tate will increase by $33,240 to $78,240, being the value of the Options (based on the Black Scholes methodology) set out in Schedule 4; and

(h) the Options are not being issued under an agreement.

SCHEDULE 3 – TERMS AND CONDITIONS OF OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.14 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on 31 December 2023 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate

( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

  • (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

  • (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section

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708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i)

Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j)

Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k)

Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 4 – VALUATION OF OPTIONS TO BE ISSUED PURSUANT TO RESOLUTION 6

The Options to be issued to the Related Party pursuant to Resolution 6 have been valued by internal management .

Using [the Black & Scholes option model and based on the assumptions set out below, the Options were ascribed the following value:

Assumptions:
Valuation date 8 November 2021
Market price of Shares 7.7 cents
Exercise price 14 cents
Expiry date (length of time from issue) 31 December 2023
Risk free interest rate 0.58%
Volatility (discount) 68.19%
Indicative value per Related Party Option 1.66 cents
Total Value of Options $33,240
2,000,000 (Resolution 6) $33,240

Note : The valuation noted above is not necessarily the market price that the Options could be traded at and is not automatically the market price for taxation purposes.

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LODGE YOUR PROXY APPOINTMENT ONLINE

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EMMERSON RESOURCES LIMITED ACN 117 086 745

ONLINE PROXY APPOINTMENT

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.

Important Note: Due to the ongoing COVID-19 travel restrictions, Shareholders will not be able to attend in person at a physical location but are strongly encouraged to attend online as outlined in the Notice, and by submitting their Proxy Form record their vote on the Resolutions. If you wish to virtually attend the AGM, please refer to the Meeting ID and Shareholder ID on your personalised proxy form to login to the meeting at www.advancedshare.com.au/virtual-meeting.

REPLACEMENT PROXY FORM - 2021 ANNUAL GENERAL MEETING

I/We being shareholder(s) of Emmerson Resources Limited and entitled to attend and vote hereby:

Important Note: If shareholders have already completed and returned an Original Proxy Form and:

a) wish to vote on the Additional Resolutions or change their vote on Resolutions 1-4 , they must complete and return a Replacement Proxy Form; or

b) do not wish vote on the Additional Resolutions or change their original vote on Resolutions 1-4 , they do not need to take any action. The Original Proxy Form that has already been returned will be accepted by the Company for Resolutions 1-4. If Shareholders have not yet completed and returned an Original Proxy Form and wish to vote on the Resolutions put forward by the Notice of AGM (as supplemented by the Addendum), they may complete and return a Replacement Proxy Form.

APPOINT A PROXY

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

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) 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 virtually on 25 November 2021 at 10:00am (WST) and at any adjournment or postponement of that Meeting.

Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 & 6 (except where I/we have indicated a different voting intention below) even though these resolutions are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.

VOTING DIRECTIONS

VOTING DIRECTIONS
Resolutions
For
Against
Abstain*
1
Adoption of Remuneration Report

STEP 2 2
Re-election of director – Dr Allan Trench


3
Ratification ofprior issue of Shares and Options under the capital raising


4
Approval of 7.1A Mandate


5
Election of Director – Alan Tate




6
Issue of Options to Related Party– Alan Tate

* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands
or on apoll andyour votes will not be counted in computingthe required majorityon apoll.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1(Individual)
Joint Shareholder 2(Individual)
Joint Shareholder 3(Individual)
STEP 3 Sole Director and Sole Company Secretary
Director/CompanySecretary (Delete one)
Director
This form should be signed by the shareholder. If a joint holding, all the shareholders should 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.

EMMERSON RESOURCES LIMITED - ANNUAL GENERAL MEETING

Due to the ongoing COVID-19 pandemic and uncertainty regarding the level of travel restrictions around the time of the meeting, the Company has determined that Shareholders will only be able to attend and participate in the meeting through an online platform provided by Advanced Share Registry.

To facilitate such participation, voting on each Resolution will occur by a poll rather than a show of hands.

A live webcast and electronic voting via www.advancedshare.com.au/virtual-meeting will be offered to allow Shareholders to listen to the Meeting and vote online. Please refer to the Meeting ID and Shareholder ID on the proxy form to login to the website.

Shareholders may submit questions ahead of the Meeting via the portal.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

CHANGE OF ADDRESS

This form shows 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 Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, 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.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution 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 resolution 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 resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

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 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.

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolutions 1 & 6 by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolutions 1 & 6.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10:00am (WST) on 23 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.

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ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

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

  • (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.

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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 BY EMAIL [email protected]

IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.