AI assistant
FAR LIMITED Proxy Solicitation & Information Statement 2026
64899_rns_2026-04-23_08176f3d-9cdf-405e-af21-eebae4ca6184.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
FAR Limited
FAR LIMITED
ACN 009 117 293
Notice of Annual General Meeting
Explanatory Statement and Proxy Form
Date of Meeting:
Thursday, 28 May 2026
Time of Meeting:
11:00am (AEST)
Place of Meeting:
Virtually (Online)
This Notice of Annual General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your professional advisor(s).
FAR LIMITED
ACN 009 117 293
Registered Office: Suite 2, Level 11, 385 Bourke Street, Melbourne VIC 3000
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Shareholders of FAR Limited (Company) will be held virtually on Thursday, 28 May 2026 at 11:00am (AEST).
Participation at the Meeting
The Annual General Meeting (Meeting) of Shareholders of the Company will be held at 11:00am (AEST) on Thursday, 28 May 2026 virtually at https://meetnow.global/MLLKK4F (on your smartphone, tablet or computer, you will need the latest versions of Chrome, Safari, Edge or Firefox.)
Shareholders can watch, listen, vote, make comments and ask questions during the Meeting in real time via the online Computershare Meeting Platform.
To participate and vote online you will need your shareholder number and postcode. Shareholders should register at least 15 minutes before the commencement of the Meeting. Further information including the Online Meeting Guide is available on our website: www.far.com.au.
Questions
Shareholders are encouraged to submit their questions (relevant to the business of the Meeting or in relation to the content of the Annual Report for the year ended 31 December 2025) in writing to the Company or to the Company's Auditor's by email to [email protected]. Written questions must be received by no later than Thursday, 21 May 2026.
Please note, only Shareholders or their Proxyholders, who have been verified before the Meeting, may ask questions at the Meeting.
During the Meeting, the Chair will aim to address as many of the more frequently raised Shareholder questions as reasonable. Please note that individual responses will not be sent to Shareholders.
How to Vote
Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cutoff for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised Proxy Form which will be enclosed with a copy of the Notice, delivered to you by email or post (depending on your communication preferences).
You may also vote online during the Meeting, by proxy or authorised representative.
Further Information
Any Shareholder who wish to attend the Meeting should monitor the Company's website and its ASX announcements for any updates about the Annual General Meeting. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the Meeting, the Company will make further information available through the ASX website at www.asx.com.au (ASX: FAR) and on its website at www.far.com.au.
AGENDA
The Explanatory Statement and Proxy Form which accompany and form part of this Notice, including defined terms and describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Statement and the Proxy Form in their entirety.
ORDINARY BUSINESS
Financial Statements and Reports
To receive and consider the Company’s Financial Statements, Directors’ Report and Auditor’s Report for the financial year ended 31 December 2025.
Resolution 1: Adoption of Remuneration Report
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Report for the year ended 31 December 2025.”
Resolution 2: Re-Election of Mr Andrew Lilley as a Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That Mr Andrew Lilley, who retires in accordance with the Company’s Constitution, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”
Resolution 3: Capital Return
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That approval is given for the ordinary share capital of the Company to be reduced by approximately A$32.3 million, to be effected by the Company paying each shareholder on the record date of 3 June 2026 the amount of 35 cents for each fully paid ordinary share (Share) held at that time, on the terms described in the Explanatory Statement.”
By the order of the Board
Michael Sapountzis
Company Secretary
24 April 2026
Notes
1. Record Date
The Company has determined that for the purposes of the Annual General Meeting, Shares will be taken to be held by the persons who are registered as holding the Shares at 7.00pm (AEST) on 26 May 2026. Only those persons will be entitled to vote at the Annual General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting. On a poll, Shareholders have one vote for every fully paid ordinary Share held.
2. Voting
Each of the Resolutions proposed at the Meeting will be decided on a poll.
3. Proxies
a. Votes at the Annual General Meeting may be given personally or by proxy, attorney or representative.
b. Each Shareholder has a right to appoint one or two proxies.
c. A proxy need not be a Shareholder of the Company.
d. If a Shareholder is a company it must execute under its common seal or otherwise in accordance with its constitution or the Corporations Act.
e. Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
f. If a Shareholder appoints two proxies, and the appointment does not specify the proportion or number of the Shareholder’s votes, each proxy may exercise half of the votes. If a Shareholder appoints two proxies, neither proxy may vote on a show of hands.
g. A Proxy Form must be signed by the Shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act.
h. If you sign the Proxy Form and do not appoint a proxy, you will have appointed the Chair of the Meeting as your proxy.
i. To be effective, Proxy Forms must be received by the Company’s share registry (Computershare Investor Services Pty Limited) no later than 48 hours before the commencement of the Annual General Meeting, this is no later than 11:00am (AEST) on Tuesday, 26 May 2026. Any proxy received after that time will not be valid for the scheduled Meeting.
4. Corporate Representative
Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority must be sent to the Company and/or registry in advance of the Meeting.
5. How the Chair will vote Undirected Proxies
Subject to the restrictions set out in Note 7 below, the Chair of the Meeting will vote undirected proxies in favour of all of the proposed Resolutions.
6. Abstentions
If a proxy is instructed to abstain from voting on an item of business, the proxy is directed not to vote on the Shareholder’s behalf on the poll and the Shares that are subject of the proxy appointment will not be counted in calculating the required majority.
7. Voting Exclusion Statement
Resolution 1
In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including as a proxy), and the Company will disregard any votes purported to be cast, on this Resolution by, or on behalf of, a member of the Key Management Personnel, details of whose remuneration are included in the remuneration report, or a Closely Related Party of such a member (KMP Voter), unless the KMP Voter is casting a vote on this Resolution on behalf of a person who is not a KMP Voter (including as a proxy) and either:
(a) the KMP Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b) the KMP Voter is the Chair of the Meeting and the appointment of the Chair as proxy;
i. does not specify the way the proxy is to vote on the Resolution; and
ii. expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or the consolidated entity.
If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.
If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on this Resolution, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of this Resolution. In exceptional circumstances, the Chair may change their voting intention on the Resolution, in which case an ASK announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above), and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act. A further restriction also applies to Key Management Personnel and their closely related parties voting undirected proxies on this Resolution.
Resolutions 2 and 3
There are no voting exclusions on any of these Resolutions.
Restriction on KMPs Voting Undirected Proxies
A vote must not be cast as proxy on Resolution 1 by a member of the Key Management Personnel (as defined by the Corporations Act) or a closely related party of Key Management Personnel.
However, a person described above (Restricted Voter) may cast a vote Resolution 1 as a proxy if:
(a) the Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; and
(b) the Chair is the Restricted Voter and the written appointment of the Chair as proxy does not specify the way the proxy is to vote on the Resolution or expressly authorises the Chair to exercise the proxy even though the Resolution is or are connected with the remuneration of a member of the Key Management Personnel.
If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.
If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1 the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change their voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above), and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.
8. Enquiries
Shareholders are invited to contact the Company Secretary on 1300 384 692 or by email at [email protected] if they have any queries in respect of the matters set out in these documents.
EXPLANATORY STATEMENT
This Explanatory Statement accompanies and forms part of the Company's Notice of Annual General Meeting and is intended to assist Shareholders in consideration of the business proposed at the Meeting.
ORDINARY BUSINESS
Financial Statements and Reports
Shareholders will have the opportunity to ask questions about, or make comments on, the 2025 Annual Report and the management of the Company. The Auditor will be invited to attend to answer questions about the audit of the Company's 2025 Annual Financial Statements.
In accordance with the Company's Constitution, the business of the Meeting will include receipt and consideration of the Company's Financial Statements, Directors' Report and Auditor's Report for the financial year ended 31 December 2025 (Annual Report).
You may access the Annual Report by visiting the Company's website at www.far.com.au or via the Company's announcement platform on ASX.
Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on the Annual Report. The Company's Auditor will be present to respond to any qualifying questions
Resolution 1: Adoption of Remuneration Report
Background
Pursuant to section 250R(2) of the Corporations Act, Directors must put to the Annual General Meeting a Resolution to adopt the Company's Remuneration Report.
The Remuneration Report is set out in the Directors' Report in the Company's 2025 Annual Report which can be accessed via the Company's website at www.far.com.au or the Company's announcements platform on ASX.
The Remuneration Report sets out the Company's remuneration arrangements for Key Management Personnel, including the Directors of the Company.
Shareholders will be given a reasonable opportunity at the Meeting to comment or raise questions in relation to the Remuneration Report.
The vote on this Resolution is advisory only and does not bind the Directors or the Company. However, the Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report when reviewing the Company's remuneration policies.
Under the Corporations Act, if 25% or more of votes that are cast at the Meeting are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meeting's on an additional resolution (Spill Resolution) that a future meeting be held within 90 days of the Spill Resolution. At that further meeting, all the Company's Directors (other than any Managing Director) must go up for re-election.
It is noted that at the Company's last Annual General Meeting, the votes cast against the Remuneration Report represented less than 25% of the total votes cast on that Resolution and accordingly, a Spill Resolution will not be required at this Meeting.
Board Recommendation and Voting Intention
Noting that each Director has a personal interest in their own remuneration as set out in the Remuneration Report, the Board recommends that Shareholders vote in FAVOUR of this Resolution.
The Chair of the Meeting intends to vote all available proxies in FAVOUR of this Resolution.
Voting Exclusions
Refer to Note 7.
Resolution 2: Re-Election of Mr Andrew Lilley as a Director
Background
In accordance with Article 17 of the Company's Constitution, Mr Andrew Lilley will retire at the Annual General Meeting and being eligible, will offer himself for re-election at the Meeting. Prior to submitting himself for election, Mr Lilley has confirmed that he will have sufficient time to fulfill his duties as a Director of the Company.
Mr Lilley was appointed as a Non-Executive Director on 12 April 2024.
Mr Lilley brings two decades experience in capital markets, including corporate advisory and financial analysis expertise across a range of industries.
Mr Lilley holds degrees in Commerce and Economics and was previously a director of Omni Market Tide.
Having regard to the ASX Corporate Governance Principles and Recommendations (4th Edition), the Board considers that Mr Lilley is an independent Director.
Board Recommendation and Voting Intention
The Board (with Mr Andrew Lilley abstaining) recommends that Shareholders vote in FAVOUR of this Resolution.
The Chair of the Meeting intends to vote all available proxies in FAVOUR of this Resolution.
Voting Exclusions
There are no voting exclusions on this Resolution.
Resolution 3: Capital Return
Background
In 2021, the Company completed the sale of its interest in the RSSD Project to a member of the Woodside group and received US$126 million in cash. As part of the consideration for the sale of its interest in the RSSD Project, the Company received rights to a Contingent Payment with a maximum value of US$55 million. The Contingent Payment comprises 45% of entitlement barrels (being the share of oil relating to the Company's previously held 13.67% of the RSSD Project comprising the Sangomar Field exploitation area of interest), multiplied by the excess of the crude oil price per barrel and US$58 per barrel (capped at US$70 per barrel). The Contingent Payment terminates on the earliest of 31 December 2027, three years from the first oil being sold (excluding periods of zero production), or a total Contingent Payment of US$55 million being reached, whichever occurs first.
In 2021 Shareholder approval was obtained to return approximately A$80 million to Shareholders by way of a cash capital return of 80 cents per Share. In 2023 Shareholder approval was obtained to return approximately A$37 million to Shareholders by way of a cash capital return of 40 cents per Share.
The first annual tranche of the Contingent Payment for 2024 of US$11.5 million was received by the Company in May 2025. Shareholder approval was obtained in 2025 to return approximately A$7.4 million to Shareholders by way of a cash capital return of 8 cents per Share.
As contemplated by the Company in its release to ASX on 16 March 2026, Woodside is expected to make a provisional 2025 Contingent Payment to FAR of US$23.7 million. Payment of the provisional amount is subject to a reconciliation process and means that the maximum future Contingent Payment to be subsequently received by the Company is US$19.8 million.
Accordingly, the Directors consider that the Company has surplus capital which they consider should be returned to Shareholders. The Company is seeking Shareholder approval for a proposed capital return of 35 cents per share (Capital Return), returning approximately A$32.3 million to Shareholders.
Shareholder approval is required for the Capital Return by way of ordinary resolution, and approval is being sought at the Meeting. If Shareholder approval is obtained, the Company intends to attend to payment to Shareholders shortly thereafter as set out in the timetable below.
The Capital Return will, if approved, be effected to each person holding Shares in the Company as at the record date as an equal capital reduction under sections 256B and 256C of the Corporations Act.
The Capital Return is expected to follow a similar format and process to the capital reductions conducted in 2021, 2023 and 2025. The Company is applying for a class ruling from the Australian Taxation Office in a similar manner to that which occurred then seeking confirmation that the Capital Return will not count as a dividend for taxation purposes.
Payment of the Capital Return
All Shareholders will be treated in the same manner and the Capital Return will constitute an equal reduction of the Company's Share capital for all purposes.
For example, a Shareholder with 1,000 Shares on the record date would receive A$350 through the Capital Return.
Accompanying this Notice is a Direct Credit Form to complete bank account details for payment purposes. If Shareholders register these details then payment of the Capital Return will be made to the Shareholder's nominated bank account. Alternatively, please provide your payment details by visiting www.investorcentre.com/contact. If you have any questions, please contact the share registry on 1300 850 505.
If the share registry does not receive bank account details, payment of the Capital Return will occur by way of cheque.
Timetable
The following timetable has been prepared in accordance with the ASX Listing Rules. If there should happen to be any changes to this timetable then those changes will be announced to ASX via the Company's ASX Market Announcements Platform.
| Event | Date |
|---|---|
| Shareholder meeting to consider the Capital Return | 28 May 2026 |
| Last date for trading of Shares to be entitled to the Capital Return | 1 June 2026 |
| Trading in the re-organised securities on an “ex return of capital” basis commences | 2 June 2026 |
| Record date | 3 June 2026 |
| Payment date | 11 June 2026 |
Financial Position
As at 31 March 2026, the Company had cash of approximately US$1.86 million which has been supplemented by the subsequent receipt of the 2025 Contingent Payment of US$23.7 million. The proposed Capital Return is expected to use up approximately US$23 million. The remaining funds are intended to be used for ongoing administrative purposes.
Tax
The Company is applying for an ATO Class Ruling to confirm that:
- no part of the Capital Return will constitute, or be treated as, a dividend for Australian income tax purposes; and
- instead,
- a Shareholder’s cost base in each Share will be reduced by the amount of capital returned in connection with that Share;¹
- where the cost base of a Share is less than the amount of capital returned in connection with that Share, a capital gain will arise;
- qualifying Shareholders will be entitled to treat any resulting capital gain as a 'discount capital gain';² and
- qualifying foreign resident Shareholders will be entitled to disregard any resulting gain.³
Based on the Company’s historical Share price and the quantum of the Capital Return, no capital gain is expected to arise for any Shareholder. Notwithstanding, for completeness, the Company will request that the ATO confirm the capital gains tax consequences of the Capital Return under cover of the Class Ruling.
The Class Ruling, if issued in accordance with the Company’s application, will apply:
- to the income years spanning 1 July 2025 to 30 June 2026; and
- to both Australian and foreign tax resident Shareholders who hold their Shares on capital account (and are not subject to the taxation of financial arrangements rules).
The Class Ruling will be made available (if received) in due course on the Company’s website and via the Company’s announcement platform on ASX, but this is not expected until after the date of the Meeting.
The tax implications of the Capital Return for Shareholders will depend on their particular circumstances. All Shareholders should consider seeking their own tax advice, in particular,
- Shareholders who do not hold their Shares on capital account, being Shareholders to whom the Class Ruling will not apply. For completeness, a revenue gain may arise for Shareholders who hold their Shares on revenue account or as trading stock that does not qualify for the discount capital gains concessions referred to above; and
- Shareholders who are not residents of Australia for tax purposes, noting there may be taxation consequences arising from the Capital Return in their country of residence.
¹ Relevant for calculating capital gains and losses on future CGT events concerning the Shares.
² Availability of the CGT discount is limited to individual, trusts and complying superannuation entities that hold the Shares on capital account.
³ Assuming Shares have not been used in carrying on business at or through an Australian permanent establishment and, for Shareholders that hold the Share on revenue account or as trading stock, tax treaty relief is available between Australia and the Shareholder’s country of residence.
No adverse tax consequences are expected to arise for the Company in relation to the Capital Return.
ASIC Notifications
This Notice is being lodged prior to the date of its distribution with the Australian Securities and Investments Commission in accordance with legislative requirements for the Capital Return. Further notifications will be lodged with ASIC in due course if Shareholder approval is obtained.
Other Information
As at the date of this Notice, there are approximately 92 million fully paid ordinary Shares on issue. There are no other Company securities on issue.
If the Capital Return is implemented, Shares are expected to trade at a lower Share price than they would have done had the return of capital not occurred. This is due to the outflow of funds to Shareholders. Whilst this reduction in Share price might approximate the amount of the Capital Return, the exact future trading price of the Company's Shares is subject to market factors.
The way in which the proposed Capital Return will occur will be the same for all Shareholders.
The Directors have reviewed the Company's assets and liabilities and cash flow forecasts and have satisfied themselves as to the Company's solvency and ability to pay its creditors following the proposed Capital Return.
In the Directors' view having regard to the requirements of section 256B(1) of the Corporations Act, the Capital Return is fair and reasonable to Shareholders as a whole and will not materially prejudice the Company's ability to pay its creditors.
The Capital Return is occurring on a proportionate basis across all Shareholders and will not have any effect on the Shareholding control or ownership of the Company.
The Directors, who are also Shareholders, will be treated the same as other Shareholders in relation to the Capital Return. As at the date of this Notice, the Directors have an interest as Shareholders of the Company as follows:
| Director | Shares |
|---|---|
| Patrick O’Connor | 100,000 |
| Robert Kaye | 143,125 |
| Andrew Lilley | Nil |
Other than as set out in this Notice and any other information previously disclosed by the Company to the ASX or Shareholders, there is no other information that is known to the Directors which may reasonably be expected to be material regarding a decision on how to vote on the Resolution.
Board Recommendation and Voting Intention
The Board recommends that Shareholders vote in FAVOUR of this Resolution.
The Chair of the Meeting intends to vote all available proxies in FAVOUR of this Resolution.
Voting Exclusions
There are no voting exclusions on this Resolution.
GLOSSARY
The following terms have the following meanings in this Explanatory Statement:
"AEST" means Australian Eastern Standard Time;
"Annual Report" means the Directors' Report, the Financial Report, and Auditor's Report, in respect to the period ended 31 December 2025;
"ASIC" means the Australian Securities and Investments Commission;
"ASX" means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the context requires;
"Auditor" means the Company's external auditor;
"Auditor's Report" means the auditor's report on the Financial Report;
"Board" means the Directors acting as the board of Directors of the Company or a committee appointed by such board of Directors;
"Capital Return" means the proposed capital return the subject of Resolution 3;
"Chair" means the person appointed to chair the Meeting of the Company convened by the Notice;
"Closely Related Party" means:
(a) a spouse or child of the member; or
(b) has the meaning given in section 9 of the Corporations Act.
"Company" means FAR Limited ACN 009 117 293;
"Constitution" means the constitution of the Company as at the date of the Meeting;
"Corporations Act" means the Corporations Act 2001 (Cth);
"Director" means a Director of the Company;
"Directors Report" means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;
"Explanatory Statement" means the explanatory statement which forms part of the Notice;
"FAR" means FAR Limited;
"Financial Report" means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities;
"Key Management Personnel" means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company;
"Listing Rules" means the Listing Rules of the ASX;
"Meeting" has the meaning given in the introductory paragraph of the Notice;
"Notice" means the Notice of Meeting accompanying this Explanatory Statement;
"Proxy Form" means the proxy form attached to the Notice;
"Remuneration Report" means the remuneration report which forms part of the Directors' Report of FAR Limited for the financial period ended 31 December 2025 and which is set out in the 2025 Annual Report;
"Resolution" means a resolution referred to in the Notice;
"RSSD Project" means the Senegal RSSD Project which was sold to Woodside in a transaction approved at a general meeting of Shareholders of the Company held on 28 April 2021;
"Share" means a fully paid ordinary share in the capital of the Company; and
"Shareholder" means shareholder of the Company.
FAR Limited
ABN 41 009 117 293
Need assistance?
Phone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)
Online: www.investorcentre.com/contact
FAR
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be received by 11:00am (AEST) on Tuesday, 26 May 2026.
Proxy Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
APPOINTMENT OF PROXY
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
SIGNING INSTRUCTIONS FOR POSTAL FORMS
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.
PARTICIPATING IN THE MEETING
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".
Lodge your Proxy Form: XX
Online:
Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.
Your secure access information is
Control Number: 999999
SRN/HIN: I9999999999
PIN: 99999
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
By Fax:
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
Samples/000001/000002
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.
I 9999999999 IND
Proxy Form
Please mark ☐ to indicate your directions
Step 1 Appoint a Proxy to Vote on Your Behalf
XX
I/We being a member/s of FAR Limited hereby appoint
☐ the Chairman of the Meeting
OR
PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and 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 FAR Limited to be held online on Thursday, 28 May 2026 at 11:00am (AEST) and at any adjournment or postponement of that meeting.
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.
Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2.
Step 2 Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
| For | Against | Abstain | |
|---|---|---|---|
| Resolution 1 Adoption of Remuneration Report | ☐ | ☐ | ☐ |
| Resolution 2 Re-Election of Mr Andrew Lilley as a Director | ☐ | ☐ | ☐ |
| Resolution 3 Capital Return | ☐ | ☐ | ☐ |
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1
Social Director & Sole Company Secretary
Securityholder 2
Director
Securityholder 3
Director/Company Secretary
Date
Update your communication details (Optional)
Mobile Number
Email Address
By providing your email address, you consent to receive future Notice of Meeting & Proxy communications electronically
FAR
323729A
Computershare
FAR Limited
ABN 41 009 117 293
Need assistance?
Phone:
1300 850 505 (within Australia)
+61 3 9415 4000 (outside Australia)
Online: www.investorcentre.com/contact
FAR
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
FAR Limited Annual General Meeting
The FAR Limited Annual General Meeting will be held on Thursday, 28 May 2026 at 11:00am (AEST). You are encouraged to participate in the meeting using the following options:
MAKE YOUR VOTE COUNT
To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:
Control Number: 999999
SRN/HIN: I9999999999
PIN: 99999
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
For your proxy appointment to be effective it must be received by 11:00am (AEST) on Tuesday, 26 May 2026.
ATTENDING THE MEETING VIRTUALLY
To watch the webcast, ask questions and vote on the day of the meeting, please visit: https://meetnow.global/MLLKK4F
For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
Samples/000001/000001
FAR Limited
ABN 41 009 117 293
Return your information:
Online: www.investorcentre.com/au
By Mail: Computershare Investor Services Pty Limited
GPO Box 2975 Melbourne
Victoria 3001 Australia
Enquiries:
(within Australia) 1300 850 505
(international) +61 3 9415 4000
Securityholder Reference Number (SRN)
I 9999999999
IND
For your security keep your SRN/HIN confidential.
FAR
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Use a black pen.
Print in CAPITAL letters inside the grey areas.
A B C
1 2 3
Direct Credit
A
Request for direct crediting of dividends into an Australian account
BSB number (eg. 063000)
Account number
Name in which account is held (eg. JOHN SMITH)
Name of Australian bank or financial institution
Name of branch or suburb or town
Type of account (eg. cheque, savings, etc.)
DO NOT USE YOUR CREDIT CARD NUMBER
If you are unsure of your BSB number or account number, please check with your bank, building society or credit union.
B
Request for direct crediting of dividends into a New Zealand account
Bank Code
Branch
Account Number
Suffix
Name of New Zealand bank or financial institution
Name in which account is held (e.g. JOHN SMITH)
C
Sign Here - This section must be signed for your instructions to be executed.
I/We authorise you to act in accordance with my/our instructions set out above. I/We acknowledge that these instructions supersede and have priority over any previous instructions relating to payments of dividends to which I/we am/are entitled to be paid.
Individual or Securityholder 1
Director
Securityholder 2
Director/Company Secretary
Securityholder 3
Sole Director and Sole Company Secretary
Date - Day
Month
Year
Note: When signed under Power of Attorney, the attorney states that they have not received a notice of revocation. Computershare Investor Services Pty Limited needs to sight a certified copy of the Power of Attorney.
FAR
02FP
FAR
Samples/000001/000003612
How to complete this form
A Request for direct crediting of dividends into an Australian account
Complete this section if you want your dividends paid directly into your nominated Australian bank, credit union or building society account. Until you advise otherwise, all future dividends will be paid into the nominated account.
IMPORTANT: DO NOT USE THE NUMBER QUOTED ON YOUR CREDIT CARD
Neither the company nor the registry will be responsible for any delays in crediting dividends to your nominated account as a result of transaction procedures or errors by any financial institution.
This instruction only applies to the specific holding identified by the SRN/HIN and the name appearing on the front of this form.
B Request for direct crediting of dividends into a New Zealand account
Complete this section if you want your dividends paid directly into your nominated New Zealand bank, credit union or building society account. Until you advise otherwise, all future dividends will be paid into the nominated account.
IMPORTANT: DO NOT USE THE NUMBER QUOTED ON YOUR CREDIT CARD
Neither the company nor the registry will be responsible for any delays in crediting dividends to your nominated account as a result of transaction procedures or errors by any financial institution.
This instruction only applies to the specific holding identified by the SRN/HIN and the name appearing on the front of this form.
C Signature(s)
If you have chosen to have your dividends paid directly into your nominated Australian/New Zealand bank, credit union or building society account and you have completed Section A or Section B, you must sign this form as follows in the spaces provided:-
- Joint holding: where the holding is in more than one name, all of the securityholders must sign.
- Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
- Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
Please return the completed form to:
Computershare Investor Services Pty Limited
GPO Box 2975
Melbourne VIC 3001
Australia