EV RESOURCES LTD — Proxy Solicitation & Information Statement 2022

Jan 24, 2022

25[th] January 2022

ASX ANNOUNCEMENT

Notice of General Meeting

EV Resources Limited (ASX:EVR) (“ EVR ”, the “ Company ”) is pleased to advise that a General Meeting is to be held on Thursday, 24 February 2022 commencing at 10.30am WST ( General Meeting ). The following documents in respect of the General Meeting are attached:

1. Notice of General Meeting and Explanatory Statement;

2. Notice and Access Letter; and

3. Proxy Form.

In light of the continued restrictions on travel and public gatherings in response to the COVID19 pandemic, EVR will hold the General Meeting virtually. The health and safety of our Shareholders, employees and the broader community is paramount.

The Notice of General Meeting, sample Proxy Form and sample Notice and Access Letter are also available on the Company’s website at https://evresources.com.au.

Further information on how shareholders may participate in the meeting online, is contained in the Notice of Meeting.

ENDS

For further information, please contact:

Luke Martino Adrian Paul Non-Executive Chairman Executive Director Tel: +61 8 6489 0600 Tel: +61 8 6489 0600 E: luke@evresources.com.au E: adrian@evresources.com.au

This ASX announcement was authorised for release by the Company Secretary.

evresources.com.au

311-313 Hay St Subiaco, Western Australia 6008 +61 (0) 8 6489 0600 info@evresources.com.au

EV RESOURCES LIMITED ACN 009 144 503 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:30 am (WST) DATE : Thursday, 24 February 2022 PLACE : Virtual Meeting

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm on Tuesday 22 February 2022.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

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 7.4 and for all other purposes, Shareholders ratify the issue of 80,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

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

2. RESOLUTION 2 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – MR ADRIAN PAUL

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 10,000,000 Performance Rights to Mr Adrian Paul (or their nominee) under the Incentive Performance Rights Plan 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.

3. RESOLUTION 3 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – MR NAVINDERJEET SINGH

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 10,000,000 Performance Rights to Mr Navinderjeet Singh (or their nominee) under the Incentive Performance Rights Plan 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.

Dated: 25 January 2022 By order of the Board

Louisa Martino Company Secretary

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Voting Prohibition Statements

Resolution 2 – Issue of Incentive Performance Rights to Director – Mr Adrian Paul

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 KeyManagement Personnel.

Resolution 3 – Issue of Incentive Performance Rights to Director – Mr Navinderjeet Singh

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons:

Resolution 1 – Ratification of Prior Issue of Placement Shares	A person who participated in the issue (namely, Ya Hua International Investment and Development Co. Ltd) or an associate of that person or those persons.
Resolution 2 – Issue of Incentive Performance Rights to Director – Mr Adrian Paul	Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Mr Adrian Paul) or an associate of that person or those persons.
Resolution 3 – Issue of Incentive Performance Rights to Director – Mr Navinderjeet Singh	Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Mr Navinderjeet Singh) or an associate of that person or those persons.

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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IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held virtually at 10.30am (WST) on Thursday, 24 February 2022.

Access to the meeting is via www.advancedshare.com.au/virtual-meeting using the Meeting ID and Shareholder ID on the proxy form to login to the website.

The Explanatory Statement provides additional information on matters to be considered at the Meeting. The Explanatory Statement and the Proxy Form each form part of the Notice.

Terms and abbreviations used in the Notice are defined in the Glossary.

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (WST) on Tuesday, 22 February 2022.

Participating in the Meeting online

Voting can occur during the meeting via www.advancedshare.com.au/virtual-meeting using the Meeting ID and Shareholder ID on the proxy form to login to the website.

Attending the Meeting online enables Shareholders to listen to the Meeting live and to view presentation slides and proxy results whilst the Meeting is in progress. All shareholders will have a reasonable opportunity to ask questions during the Meeting via the online platform.

All resolutions at the Meeting will be decided on a poll. Shareholders are therefore strongly encouraged to lodge directed proxies in advance of the Meeting.

Proxy Appointment and Voting Instructions

Proxy Form

Shareholders are strongly encouraged to vote by proxy. To vote by proxy, please complete the relevant enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• 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 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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If you wish to appoint the Chair as your proxy, mark the appropriate box on the Proxy Form. If you appoint the Chair as your proxy, he or she can only cast your votes on Resolutions 2 and 3 (Issue of Performance Rights) if you expressly authorise him or her to do so. If the person you wish to appoint as your proxy is someone other than the Chair, please write the full name of that person on the Proxy Form. If you leave this section blank, or your named proxy does not attend the Meeting, the Chair will be your proxy. A proxy need not be a Shareholder of the Company.

All resolutions at the Meeting will be decided on a poll. Shareholders are therefore strongly encouraged to lodge directed proxies in advance of the Meeting.

Corporate Shareholders

Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• two directors of the Company;

• a director and a company secretary of the Company; or

• for a proprietary company that has a sole director who is also the sole company secretary, that director.

Corporate Representatives

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act, in which case the Company will require a certificate of appointment of the corporate representative executed in accordance with the Corporations Act. The certificate of appointment must be lodged with the Company and/or the Company’s share registry before the Meeting or at the registration desk on the day of the Meeting.

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in the ‘FOR’, ‘AGAINST’ or ‘ABSTAIN’ box opposite the Resolution. All your votes will be cast in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on the Resolutions by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the Resolutions, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

As proxies will not be able to physically attend the Meeting, Shareholders are encouraged to consider appointing the Chair as their directed proxy for this Meeting, or otherwise complete the directions for each resolution on the Proxy Form. You can direct your proxy to vote “For”, “Against” or “Abstain” from voting on, a resolution by marking the appropriate box in the enclosed Proxy Form.

Voting Restrictions that May Affect Your Proxy Appointment

Due to the voting exclusions that may apply to certain items of business, the Key Management Personnel and their Closely Related Parties will not be able to vote your proxy on Resolutions 2 and 3 (Issue of Performance Rights) unless you have directed them how to vote or, in the case of the Chair, if you expressly authorise him or her.

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Chair Voting Undirected Proxies

If the Chair is your proxy, the Chair will cast your votes in accordance with your directions on the Proxy Form. If you do not mark any of the boxes on the Resolutions, then you expressly authorise the Chair to vote your undirected proxies at his/her discretion.

As at the date of this Notice, the Chair intends to vote undirected proxies FOR each of the Resolutions. In exceptional cases the Chair’s intentions may subsequently change and in this event, the Company will make an announcement to the market.

Voting Eligibility – Snapshot Date

The Company may specify a time, not more than 48 hours before the Meeting, at which a “snapshot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the Meeting.

The Directors have determined that all Shares of the Company that are quoted on ASX at 4.00pm (WST) on Tuesday, 22 February 2022 shall, for the purpose of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Defined terms

Capitalised terms used in the Notice and the Explanatory Statement are defined in the Glossary.

Questions from Shareholders

Shareholders may submit questions that relate to the formal items of business in the Notice in advance of the Meeting to the Company. Should you have any questions, these can be submitted in advance of the Meeting via the portal ( www.advancedshare.com.au/virtualmeeting ) from 1 February 2022.

Questions Regarding the Notice of Meeting

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 2 8823 3179.

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

1.1 General

On 15 December 2021, the Company entered into an agreement with Ya Hua International Investment and Development Co. Ltd ( Yahua ), under which the Company agreed to issue, and Yahua agreed to subscribe for, 80,000,000 Shares ( Placement Shares ) at an issue price of $0.045 per Share to raise $3,600,000 ( Placement ).

As set out in the Company’s ASX Announcement dated 15 December 2021, Yahua is a wholly owned subsidiary of Sichuan Yahua Industrial Group Co., Ltd which is a listed company on the Shenzhen-stock exchange in China, principally engaged in the manufacture and sales of civil explosive materials and of lithium salt products (“Yahua Group”). Yahua Group is one of China’s major lithium hydroxide and lithium carbonate producers, with existing operations of a 43,000tpa refinery for lithium carbonate, lithium hydroxide and other lithium products, and is in expansion for a further 50,000tpa of lithium hydroxide and 1,000tpa of lithium metal by 2025.

1.2 Subscription Agreement

The material terms of the strategic investment agreement and issue of the Placement Shares to Yahua are as follows:

• (a) Subscription : Yahua agreed to subscribe for 80,000,000 Placement Shares.

• (b) Issue Price : The issue price of the Placement Shares was $0.045 per Share. (c) Consideration : The consideration payable by Yahua to the Company was $3,600,000.

The strategic investment agreement otherwise contains provisions considered standard for an agreement of its nature.

1.3 Listing Rules 7.1

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.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. This approval was obtained at the Company’s Annual General Meeting held 24 November 2021.

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The issue of the Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by 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 date of issue of the Placement Shares.

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 in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

1.4 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

If Resolution 1 is not passed, the Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

1.5 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) the Placement Shares were issued to Ya Hua International Investment and Development Co. Ltd ( Yahua ).

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that the recipient was:

• (i) not a related party of the Company, member of the Company’s Key Management Personnel, substantial holder of the Company, adviser of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company, with 8.67% held in the Company post issue of the shares (refer Becoming a Substantial Shareholder form lodged with ASX on 14 January 2022);

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• (c) 80,000,000 Placement Shares were issued, and the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Placement Shares were issued on 14 January 2022;

• (e) the issue price was $0.045 per Placement Share. The Company has not and will not receive any other consideration for the issue of the Placement Shares;

• (f) the purpose of the issue of the Placement Shares was to raise $3,600,000, which was applied towards funding for the exploration and development of the Company’s lithium projects, and associated working capital; and

• (g) the Placement Shares were issued under the subscription agreement with Yahua. The material terms of the subscription agreement are set out in Section 1.2 above.

2. RESOLUTIONS 2 AND 3 – ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTORS – MR ADRIAN PAUL AND MR NAVINDERJEET SINGH

2.1 General

The Company has agreed, subject to obtaining Shareholder approval to issue 10,000,000 Performance Rights to each of Mr Adrian Paul and Mr Navinderjeet Singh (or their nominee) pursuant to the Performance Rights and Option Plan and on the terms and conditions set out in Schedule 2 ( Incentive Performance Rights ).

An Incentive Performance Right will be able to be converted into a Share subject to satisfaction of the achievement of a 5 day Volume Weighted Average Price (VWAP) of Shares on ASX being equal to or exceeding $0.10 per share within 12 months from the date of issue of the Incentive Performance Rights (the Milestone ).

2.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that 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 the Incentive Performance Rights to Mr Paul and Mr Singh (or their nominee) constitutes giving a financial benefit and Mr Paul and Mr Singh are related parties of the Company by virtue of being Directors.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issues of the Incentive Performance Rights the subject of Resolutions 2 and 3, because the proposed issue of Incentive Performance Rights represents reasonable remuneration in the circumstances and forms part of the agreed remuneration package for each

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Director which has been negotiated on an arm’s length basis, and are not more favourable than other commensurate agreements for persons in similar roles in entities similar to the Company.

The Directors (other than Mr Paul and Mr Singh) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of Incentive Performance Rights, because the issue of Incentive Performance Rights constitutes reasonable remuneration payable to Mr Paul and Mr Singh.

2.3 Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

• 10.14.1 a director of the entity;

• 10.14.2 an associate of a director of the entity; or

• 10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.

The issue of Incentive Performance Rights to Mr Paul and Mr Singh falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

Resolutions 2 and 3 seek the required Shareholder approval for the issue of the Incentive Performance Rights under and for the purposes of Listing Rule 10.14.

2.4 Technical information required by Listing Rule 14.1A

If Resolutions 2 and 3 are passed, the Company will be able to proceed with the issue of the Incentive Performance Rights to Mr Paul and Mr Singh under the Performance Rights and Option Plan within three years 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 Incentive Performance Rights (because approval is being obtained under Listing Rule 10.14), the issue of the Incentive Performance Rights will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 2 and 3 are not passed, the Company will not be able to proceed with the issue of the Incentive Performance Rights to Mr Paul and Mr Singh under the Performance Rights and Option Plan.

2.5 Technical information required by Listing Rule 10.15

Pursuant to and in accordance with the requirements of Listing Rule 10.15, the following information is provided in relation to Resolutions 2 and 3:

• (a) the Incentive Performance Rights will be issued to Mr Paul and Mr Singh (or their nominees), who fall within the category set out in Listing Rule 10.14.1, by virtue of Mr Paul and Mr Singh being Directors;

• (b) the maximum number of Incentive Performance Rights to be issued to Mr Paul (or his nominee) is 10,000,000;

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• (c) the maximum number of Incentive Performance Rights to be issued to Mr Singh (or his nominee) is 10,000,000;

• (d) the Financial Year ended 30 June 2021 total remuneration for Mr Paul was $159,938, comprising directors’ fees of $120,000 and performance rights of $39,938 (these performance rights have subsequently expired without achievement of milestone). The current total remuneration package for Mr Paul for the Financial Year ending 30 June 2022 is $120,000, comprising directors’ fees of $120,000 p.a.. If the Incentive Performance Rights are issued, the total remuneration package of Mr Paul will increase by $810,000 being the value of the Incentive Performance Rights (based on Black and Scholes methodology);

• (e) the Financial Year ended 30 June 2021 total remuneration for Mr Singh was $153,809, comprising directors’ fees of $113,871 and performance rights of $39,938 (these performance rights have subsequently expired without achievement of milestone). The current total remuneration package for Mr Singh for the Financial Year ending 30 June 2022 is $120,000 comprising of directors’ fees of $120,000 p.a.. If the Incentive Performance Rights are issued, the total remuneration package of Mr Singh will increase by $810,000 being the value of the Incentive Performance Rights (based on Black and Scholes methodology);

• (f) there has previously been the issue to Mr Paul and Mr Singh of 10,000,000 performance rights each under the Performance Rights and Option Plan. These performance rights have expired without the achievement of their milestone;

• (g) a summary of the material terms and conditions of the Performance Rights and Option Plan are set out in Schedule 1;

• (h) a summary of the terms and conditions of the Incentive Performance Rights are set out in Schedule 2;

• (i) the Incentive Performance Rights are unquoted performance rights. The Company has chosen to grant the Incentive Performance Rights to Mr Paul and Mr Singh for the following reasons:

• (i) the Incentive Performance Rights are unlisted, therefore the grant of the Incentive Performance Rights has no immediate dilutionary impact on Shareholders;

• (ii) the issue of Incentive Performance Rights to Mr Paul and Mr Singh will align the interests of Mr Paul and Mr Singh with those of Shareholders;

• (iii) the issue of the Incentive Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow 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 Mr Paul and Mr Singh; and

• (iv) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Incentive Performance Rights on the terms proposed;

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• (j) the Company values the Incentive Performance Rights at $1,620,000 (being $0.081 per Incentive Performance Right) based on Black and Scholes methodology utilising the following assumptions:

Assumptions:
Valuationdate	18 January2022
Market price of Shares	8.1 cents
ExercisePrice	0 cents
Expiry date (length of time from date ofgrant)	1 Year
Risk freeinterest rate	0.72%
Volatility (discount)	100%
Indicative value per Incentive Performance Right	8.1 cents
Total indicative value of Incentive Performance Rights	$1,620,000
Mr Adrian Paul	$810,000
Mr NavinderjeetSingh	$810,000

Notes:

The valuation noted above is not necessarily the market price that the Incentive Performance Rights could be traded at and is not automatically the market price for taxation purposes.

(k) the Incentive Performance Rights will be issued to Mr Paul and Mr Singh (or their nominee) no later than 3 years after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Incentive Performance Rights will be issued on one date;

• (l) the issue price of the Incentive Performance Rights will be nil, as such no funds will be raised from the issue of the Incentive Performance Rights;

• (m) no loan is being made to Mr Paul or Mr Singh in connection with the acquisition of the Incentive Performance Rights;

• (n) details of any performance rights issued under the Performance Rights and Option Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and

• (o) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of performance rights under the Performance Rights and Option Plan after Resolutions 2 and 3 are approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Change of Control means:

• (a) a bona fide Takeover Bid is declared unconditional and the bidder has acquired a Relevant Interest in at least 50.1% of the Company’s issued Shares;

• (b) a court approves, under Section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

• (c) in any other case, a person obtains Voting Power in the Company that the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board.

Class Order means ASIC Class Order 14/1000 as amended or replaced.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means EV Resources Limited (ACN 009 144 503).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

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Directors means the current directors of the Company.

Eligible Participant means:

• (a) a Director (whether executive or non-executive) of any Group;

• (b) a full or part time employee of any Group;

• (c) a casual employee or contractor of a Group to the extent permitted by the Class Order; or

• (d) a prospective participant, being a person to whom an offer is made under the Plan is made but who can only accept such an offer if an arrangement has been entered into that will result in the person becoming an Eligible Participant under (a), (b) or (c) above,

who is declared by the Board to be eligible to receive grants of awards under the Plan.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Performance Rights and Option Plan or Plan means the EV Resources Limited Performance Rights and Option Plan adopted by shareholders on 2 August 2019. The material terms of the Plan are set out in Schedule 1.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – SUMMARY OF EMPLOYEE INCENTIVE SECURITIES PLAN

The key terms of the Performance Rights and Option Plan ( Plan ) are as follows:

(a) Eligibility

Participants in the Plan may be:

• (i) a Director (whether executive or non-executive) of the Company and any associated body corporate of the Company (each a Group Company );

• (ii) a full or part time employee of any Group Company;

• (iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced ( Class Order ); or

• (iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i), (ii), or (iii) above,

who is declared by the Board to be eligible to receive grants of Awards under the Plan ( Eligible Participants ).

(b) Offer

The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an offer) to apply for Awards, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines ( Offer ).

(c) Plan limit

The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Awards offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.

(d) Issue price

Unless the Awards are quoted on the ASX, Awards issued under the Plan will be issued for no more than nominal cash consideration.

(e) Vesting Conditions

An Award may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Awards ( Vesting Conditions ).

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(f) Vesting

The Board may in its absolute discretion (except in respect of a change of control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Awards have been granted under the Plan or their nominee where the Awards have been granted to the nominee of the Eligible Participant ( Relevant Person )), resolve to waive any of the Vesting Conditions applying to Awards due to:

• (i) special circumstances arising in relation to a Relevant Person in respect of those Performance Rights, being:

• (A) a Relevant Person ceasing to be an Eligible Participant due to:

  • (I) death or total or permanent disability of a Relevant Person; or

  • (II) retirement or redundancy of a Relevant Person;

• (B) a Relevant Person suffering severe financial hardship;

• (C) any other circumstance stated to constitute “special circumstances” in the terms of the relevant Offer made to and accepted by the Participant; or

• (D) any other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the Relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant; or

• (ii) a change of control occurring; or

• (iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.

(g) Cashless Exercise Facility

In lieu of paying the aggregate Exercise Price to purchase Shares, an Eligible Participant may elect to receive, without payment of cash or other consideration, upon surrender of the applicable portion of exercisable Options to the Company, a number of Shares determined in accordance with the following formula ( Cashless Exercise Facility ):

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where:

• A = the number of Shares (rounded down to the nearest whole number) to be issued to the Optionholder;

• B = the number of Shares otherwise issuable upon the exercise of the Options or portion of the Options being exercised;

• C = the Market Value of one Share determined as of the date of delivery to the company secretary; and

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D = the Exercise Price.

For the purposes of this Section, Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the five (5) trading days immediately preceding that given date, unless otherwise specified in an Offer.

(h) Lapse of an Award

An Award will lapse upon the earlier to occur of:

• (i) an unauthorised dealing, or hedging of, the Award occurring;

• (ii) a Vesting Condition in relation to the Award is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to waive the Vesting Condition and vest the Award;

• (iii) in respect of unvested Awards only, an Eligible Participant ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Award in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Awards to remain unvested after the Relevant Person ceases to be an Eligible Participant;

• (iv) in respect of vested Awards only, a relevant person ceases to be an Eligible Participant and the Award granted in respect of that person is not exercised within a one (1) month period (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant;

• (v) the Board deems that an Award lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;

• (vi) the Company undergoes a change of control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Award;

• (vii) the expiry date of the Award.

(i) Shares

Shares resulting from the exercise of the Awards shall, subject to any Sale Restrictions (refer paragraph (j)) from the date of issue, rank on equal terms with all other Shares on issue.

(j) Sale Restrictions

The Board may, in its discretion, determine at any time up until exercise of Awards, that a restriction period will apply to some or all of the Shares issued to an Eligible Participant (or their eligible nominee) on exercise of those Awards up to a maximum of five (5) years from the grant date of the Awards. In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such restriction period determined.

(k) No Participation Rights

There are no participating rights or entitlements inherent in the Awards and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Awards.

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(l) Change in exercise price of number of underlying securities

Unless specified in the offer of the Awards and subject to compliance with the ASX Listing Rules, an Award does not confer the right to a change in exercise price or in the number of underlying Shares over which the Award can be exercised.

(m) Reorganisation

If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of an Award are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

(n) Trust

The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Awards, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust. The trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust. The Board may at any time amend all or any of the provisions of the Plan to effect the establishment of such a trust and the appointment of such a trustee.

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SCHEDULE 2 – TERMS AND CONDITIONS OF INCENTIVE PERFORMANCE RIGHTS

Terms and Conditions of the Incentive Performance Rights

1. Entitlement

Each Performance Right entitles the holder ( Holder ) to subscribe for one Share upon satisfaction of the Milestone (defined below) and issue of the Conversion Notice (defined below) by the Holder.

2. Notice of satisfaction of Milestone

The Company shall give written notice to the Holder promptly following satisfaction of a Milestone (defined below) or lapse of a Performance Right where the Milestone is not satisfied.

3.

No voting rights

A Performance Right does not entitle the Holder to vote on any resolutions proposed by the Company except as otherwise required by law.

4.

No dividend rights

A Performance Right does not entitle the Holder to any dividends.

5. No rights to return of capital

A Performance Right does not entitle the Holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

6.

Rights on winding up

Performance Right does not entitle the Holder to participate in the surplus profits or assets of the Company upon winding up.

7. Not transferable

A Performance Right is not transferable.

8.

Reorganisation of capital

If at any time the issued capital of the Company is reconstructed, all rights of a Holder will be changed in a manner consistent with the applicable ASX Listing Rules and Corporations Act at the time of reorganisation.

9.

Application to ASX

The Performance Rights will not be quoted on ASX. However, if the Company is listed on ASX at the time of conversion of the Performance Rights into Shares, the Company must apply for the official quotation of a Share issued on conversion of a Performance Right on ASX within the time period required by the ASX Listing Rules.

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10. Participation in new issues

A Performance Right does not entitle a Holder (in their capacity as a holder of a Performance Right) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

11. No other rights

A Performance Right gives the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

12. Conversion of the Performance Rights

• (a) Milestone: A Performance Right will be able to be converted into a Share by a Holder subject to satisfaction of:

• (i) The achievement of a 5 day Volume Weighted Average Price (VWAP) of Shares on ASX being equal to or exceeding $0.10 per share within 12 months from the date of issue of the Performance Rights (the Milestone ).

• (b) Conversion Notice: A Performance Right may be converted by the Holder giving written notice to the Company ( Conversion Notice ) prior to the date that is 13 months from the date of issue of the Performance Right. No payment is required to be made for conversion of a Performance Right to a Share.

• (c) Lapse: If the Milestone is not achieved by the required date or the Conversion Notice not given to the Company by the required date, then the relevant Performance Right will automatically lapse.

• (d) Issue of Shares: The Company will issue Shares on conversion of a Performance Right within 10 business days following the conversion or such other period required by the ASX Listing Rules.

• (e) Holding statement: The Company will issue the Holder with a new holding statement for any Shares issued upon conversion of a Performance Right within 10 business days following the issue of the Shares.

• (f) Ranking upon conversion: The Shares into which a Performance Right may convert will rank pari passu in all respects with existing Shares.

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ACN 009 144 503

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ACCESS THE MEETING DOCUMENTS AND LODGE YOUR PROXY ONLINE:

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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.
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ALL ENQUIRIES TO Telephone: +61 8 9389 8033

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10.30 am (WST) 22 February 2022.

EV Resources Limited 2022 General Meeting Notice and Access Letter

As part of the Australian Government’s response to the Coronavirus crisis, the Federal Parliament introduced the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 ( Act ) temporarily permitting electronic meetings.

The Act allows notices of meeting, and other information regarding a meeting to be provided online where it can be viewed and downloaded. We are relying on technology to facilitate shareholder engagement and participation in the meeting. Details of where you can access the notice of meeting, lodge a proxy and participate in the meeting are contained in this letter.

Meeting date and location:

The General Meeting ( GM ) of EV Resources Limited ( EVR or the Company ) will be a virtual meeting accessible through the Advanced Share Registry’s online platform on Thursday 24 February 2022 at 10.30am (WST).

Shareholders and proxyholders may participate in our GM via a live webcast of the meeting through the online platform, including the ability to ask questions and vote online during the GM. Please refer to the Important Information section of the Notice of Meeting for further details.

Details of where you can access this year’s Notice of Meeting and other meeting documents, lodge a vote and participate in the GM are set out below.

The Board considers that the health, safety and welfare of the Company’s staff, its Shareholders and the broader community to be paramount. Due to the continuing developments in relation to the COVID-19 situation and public health concerns, EVR will be closely monitoring the evolving COVID-19 situation in Australia. In light of the continuing evolving circumstances, EVR has decided to provide shareholders with the opportunity to participate in the GM virtually via a live webcast as permitted by government regulations.

Access the meeting documents online

The 2022 Notice of Meeting, and other meeting documents are available online at https://evresources.com.au. In accordance with the Act, the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has requested a hard copy. Shareholders can request a paper copy of the Notice of Meeting by contacting Advance Share Registry on 1300 113 258 (within Australia) or +61 8 9389 8033 (outside Australia).

You can access the meeting documents and lodge your vote online during the GM at www.advancedshare.com.au/virtual-meeting using your secure access information or use your mobile device to scan the personalized QR code.

Attending the meeting online

A live webcast and electronic voting via www.advancedshare.com.au/virtual-meeting will be offered to allow Shareholders to listen to the Meeting, ask questions and vote online. Please refer to the Meeting ID and Shareholder ID printed on this letter and on the attached Proxy Form to login to the virtual meeting portal.

Shareholders may also submit questions ahead of the Meeting via the portal if they would like to do so. Please refer to the Important Information section of the Notice of Meeting for further details.

Lodge your proxy and voting instructions before the meeting online, by mail or by fax

Shareholders are strongly encouraged to vote by proxy. Enclosed with this notice is a paper copy Proxy Form which you can either use to lodge your voting instructions online, or complete and return by mail, fax or in person, following the instructions on the Proxy Form.

For your voting instructions to be effective, Advance Share Registry must receive them not less than 48 hours before the time for holding the GM (that is, by 10.30am (WST) on Tuesday, 22 February 2022).

LODGE YOUR PROXY APPOINTMENT ONLINE

ACN 009 144 503

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 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 INFORMATION: 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.

2022 GENERAL MEETING PROXY FORM

I/We being shareholder(s) of EV RESOURCES LIMITED and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of  PLEASE NOTE: If you leave the section blank, the Chair OR the meeting 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) are 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 virtually on 24 February 2022 at 10.30 am (WST) and at any adjournment or postponement of that Meeting.

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 Resolution 2 & 3 (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 Chairman. I/we acknowledge the Chair of the Meeting intends to vote all undirected proxies available to them in favour of each Resolution of Business.

VOTING DIRECTIONS

	VOTING DIRECTIONS
	Resolutions		For Against	Abstain*
STEP 2	1 RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES 2 ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – MR ADRIAN PAUL 3 ISSUE OF INCENTIVE PERFORMANCE RIGHTS TO DIRECTOR – MR NAVINDERJEET SINGH		◼ ◼ ◼ ◼ ◼ ◼	◼ ◼ ◼
	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf 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)
STEP 3	Sole Director and Sole CompanySecretary Director/CompanySecretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, all the shareholder 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.

EV RESOURCES LIMITED 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 attend 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.

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 Resolution 2 & 3 by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolution 2 & 3.

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.

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.

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.

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 10.30am (WST) on 22 February 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 APPOINTMENT www.advancedshare.com.au/investor-login

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

• BY FAX +61 8 6370 4203

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.

CUSTODIAL COMPLIANCE

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. You are required 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 EMAIL admin@advancedshare.com.au

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 this requirement.