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FIRST AU LIMITED Proxy Solicitation & Information Statement 2026

May 13, 2026

64900_rns_2026-05-13_a212d8ed-2aaa-48a7-9603-29147a6ca569.pdf

Proxy Solicitation & Information Statement

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First Au Limited

ACN 000 332 918

ADDENDUM TO 2026 NOTICE OF ANNUAL GENERAL MEETING

First Au Limited ACN 000 332 918 (Company) hereby provides this Addendum (Addendum) to the Notice of Annual General Meeting dated 30 April 2026 (Notice of Meeting).

Defined terms in the Notice of Meeting have the same meaning in this Addendum unless otherwise stated. This Addendum is supplemental to the original Notice of Meeting and should be read in conjunction with the Notice of Meeting. Save for the amendments set out below, the Notice of Meeting remains unchanged. The numbering used in this Addendum is a continuation of the numbering used in the Notice of Meeting.

This Addendum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their suitably qualified professional advisors prior to voting.

BACKGROUND

On 11 May 2026, the Company announced the following changes to its Board:

  • resignation of Lei Shi as a Non-Executive Director of the Company; and
  • appointment of Lachlan Kenna as Non-Executive Director of the Company.

ADDITIONAL RESOLUTIONS

As a result of the changes noted above, by this Addendum:

  • Resolution 9 in the Notice of Meeting is removed;
  • Resolution 11 as detailed below is added to the Notice of Meeting and will be considered at the Meeting; and
  • Section 14 in respect of the additional Resolution is added to the Explanatory Memorandum in relation to the Notice of Meeting.

REPLACEMENT PROXY FORM

A replacement Proxy Form has been made available with this Addendum.

If Shareholders wish to have their votes counted by proxy in respect of Resolution 11, Shareholders must use the replacement Proxy Form to vote on ALL Resolutions. In the event that a Shareholder provides a replacement Proxy Form, any Proxy Form dispatched with the original Notice of Meeting which has been completed by that Shareholder will be disregarded. If you have already voted and do not wish to vote on Resolution 11 or otherwise change your proxy vote, you do not need to take any action, as the proxy you previously submitted remains valid.

The Company may accept Proxy Forms dispatched with the original Notice of Meeting received from Shareholders in the event that a replacement Proxy Form is not provided by the relevant Shareholder.

Your proxy voting instruction must be received by 5:00pm (AWST) on Wednesday, 27 May 2026, being not later than 48 hours before the commencement of the Meeting.


BY ORDER OF THE BOARD

Yew Thai (Victor) Goh
Company Secretary
First Au Limited
Dated: 14 May 2026

AGENDA

Resolution 9 in the Notice of Meeting is deleted in its entirety and replaced with “Resolution 9 - Removed”. This amendment does not affect the numbering of the Resolutions in the Notice of Meeting.

The following additional Resolutions are inserted in the Notice of Meeting as follows:

Resolution 11 – Election of Director – Lachlan Kenna

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

‘That, in accordance with Article 10.3(j) of the Constitution, Listing Rule 14.4 and for all other purposes, Lachlan Kenna, a Director who was appointed as a Director by the Board of Directors on 11 May 2026, retires and, being eligible, is elected as a Director of the Company, on the terms and conditions in the Explanatory Memorandum.’

EXPLANATORY MEMORANDUM

Section 12 in the Notice of Meeting is deleted in its entirety and replaced with “12. Not Used”. This amendment does not affect the numbering of the Sections in the Notice of Meeting.

The following new Section is added to the Explanatory Memorandum in relation to the Notice of Meeting in respect of Resolution 11 as follows:

14. Resolution 11 – Election of Director – Lachlan Kenna

14.1 General

Article 10.3(j) of the Constitution and Listing Rule 14.4 both provide that a Director (excluding the Managing Director) appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting.

Lachlan Kenna was appointed as a Non-Executive Director of the Company on 11 May 2026. Accordingly, Mr Kenna must retire at this Meeting and, being eligible, seeks election pursuant to this Resolution 11.

If Resolution 11 is passed, Mr Kenna will retire at the conclusion of the Meeting and will be immediately elected as a Director.

If Resolution 11 is not passed, Mr Kenna will retire at the conclusion of the Meeting and will not be

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elected as a Director at this Meeting.

14.2 Lachlan Kenna

Lachlan Kenna is an experienced production and growth geologist with over a decade of experience, focused primarily on within the Eastern Goldfields. Mr Kenna holds a Bachelor of Science with Honours and professional Membership of the Australasian Institute of Mining and Metallurgy,

Prior to joining the Board, Mr Kenna was the Geology Manager at Beacon Minerals Limited. Mr Kenna has worked extensively within the Kalgoorlie region on operations including KCGM, Beta Hunt and Daisy Milano. Mr Kenna does not currently hold any other material directorships, other than as disclosed in this Notice.

Mr Kenna is considered by the Board (with Mr Kenna abstaining) to be an independent Director. Mr Kenna is not considered by the Board (with Mr Kenna abstaining) to hold any interest, position or relationship that might influence, or reasonably be perceived to influence in a material respect, his capacity to bring independent judgement to bear on issues before the Board and to act in the best interests of the Company as a whole, rather than the interests of an individual Security holder or other party.

The Company confirms that it took appropriate checks into Mr Kenna's background and experience prior to his appointment and that these checks did not identify any areas or information of concern.

Mr Kenna has acknowledged to the Company that he will have sufficient time to fulfil his responsibilities as a Director.

14.3 Board recommendation

The Board (other than Mr Kenna, who abstains from making a recommendation given his personal interest in the outcome of Resolution 11) recommends that Shareholders vote in favour of Resolution 11. Mr Kenna's experience as a geologist is considered to be an important addition to the Board's existing skills and experience.

14.4 Additional information

Resolution 11 is an ordinary resolution.

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FIRSTAU

Proxy Voting Form

If you are attending the Meeting in person, please bring this with you for Securityholder registration.

First Au Limited | ABN 65 000 332 918

Your proxy voting instruction must be received by 10:00am (AWST) on Wednesday, 27 May 2026, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company's share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

STEP 1 - APPOINT A PROXY

If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.

STEP 2 - VOTES ON ITEMS OF BUSINESS

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign.

Joint holding: Where the holding is in more than one name, all Shareholders 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 Proxy Voting Form when you return it.

Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address: Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate 'Appointment of Corporate Representative' should be produced prior to admission. A form may be obtained from the Company's share registry online at https://automicgroup.com.au.

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at

https://portal.automic.com.au/investor/home or

scan the QR code below using your smartphone

Login & Click on 'Meetings'. Use the

Holder Number as shown at the top of this Proxy Voting Form.

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BY MAIL:

Automic

GPO Box 5193

Sydney NSW 2001

IN PERSON:

Automic

Level 5, 126 Phillip Street

Sydney NSW 2000

BY EMAIL:

[email protected]

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic:

WEBSITE:

https://automicgroup.com.au

PHONE:

1300 288 664 (Within Australia)

+61 2 9698 5414 (Overseas)


AUTO MIC

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of First Au Limited, to be held at 10:00am (AWST) on Friday, 29 May 2026 at Suite 1, 295 Rokeby Road, Subiaco WA 6008 hereby:

Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof.

Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by marking the "for", "against" or "abstain" box you will be authorising the Chair to vote in accordance with the Chair's voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

Resolutions For Against Abstain Resolutions For Against Abstain
1 Remuneration Report 5c Approval to issue Director Placement Securities - up to 10,000,000 Director Placement Shares and 5,000,000 Director Placement Options to Piers Lewis
2 Ratification of prior issue of Additional Drilling Shares 6 Approval to issue Broker Options
3a Ratification of prior issue of Placement Shares - 218,339,301 Placement Shares issued under Listing Rule 7.1 7 Approval to issue Consideration Shares
3b Ratification of prior issue of Placement Shares - 281,660,699 Placement Shares issued under Listing Rule 7.1A 8 Election of Director – Piers Lewis
4 Approval to issue Placement Options 9 Resolution Withdrawn
5a Approval to issue Director Placement Securities - up to 35,000,000 Director Placement Shares and 17,500,000 Director Placement Options to Daniel Rajhani 10 Approval of 10% Placement Facility
5b Approval to issue Director Placement Securities - up to 15,000,000 Director Placement Shares and 7,500,000 Director Placement Options to Lei Shi 11 Election of Director – Lachlan Kenna

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll.

STEP 3 - Signatures and contact details

Individual or Securityholder 1

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Social Securityholder 2

Social Securityholder 3

Date (DD/MM/YY)

☐ / ☐ / ☐

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).