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FOCUS MINERALS LTD Proxy Solicitation & Information Statement 2026
64932_rns_2026-04-23_668397de-3dd4-4950-98b8-4305a0a0cbda.pdf
Proxy Solicitation & Information Statement
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Focus Minerals Ltd.
Level 5, 8 St Georges Terrace
Perth WA 6000, Australia
PO Box 3233
East Perth WA 6892, Australia
T : +61 8 9215 7888
E : [email protected]
W: www.focusminerals.com.au
Dear Shareholder,
An Annual General Meeting (Meeting) of shareholders of Focus Minerals Limited (ACN 005 470 799) (Company) will be held at Karstens at Level 1, 111 St Georges Terrace, Perth WA 6000 on Wednesday, 27 May 2026 at 9.30am (WST).
In accordance with section 110D of the Corporations Act 2001 (Cth) (as inserted by the Corporations Amendment (Meeting and Documents) Act 2022 (Cth)), the notice of meeting (Notice) is being made available to Shareholders by electronic means and the Company will not be dispatching physical copies of this Notice, unless a Shareholder has elected to receive documents in hard copy in accordance with the timeframe specified in section 110E(8) of the Corporations Amendment (Meetings and Documents) Act 2022 (Cth).
Instead, the Notice can be viewed and downloaded via:
- the Company's website https://www.focusminerals.com.au/category/asx-announcements/
- the Company's ASX page at https://www2.asx.com.au/markets/company/fml: and
- if you have nominated an email address and have elected to receive electronic communications from the Company, via the electronic link that is sent to your nominated email address.
The Company strongly encourages shareholders to lodge a directed proxy form prior to the meeting. Shareholders can lodge their vote by going to www.investorvote.com.au and logging in with the meeting ID, your unique shareholder identification number and postcode (or country for overseas residents), which you can find on your enclosed personalised proxy form. Shareholders are also encouraged to provide an email address in order to receive electronic communication from the Company in the future.
Your proxy form must be received by 9.30am WST on Monday, 25 May 2026, being not less than 48 hours before the commencement of the Meeting. Any proxy forms received after that time will not be valid for the Meeting.
Shareholders may submit questions in advance of the Meeting by email to the Company Secretary at [email protected] by 5.00pm WST on Friday, 22 May 2026. Shareholders who attend the Meeting will also have the opportunity to submit questions during the Meeting.
The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.
If you have any difficulties obtaining a copy of the Notice, please contact the Company's share registry, Computershare, on +61 (0)3 9415 4000 (overseas) or 1300 850 505 (within Australia).
Yours sincerely,
Nicholas Ong
Company Secretary
Focus Minerals Limited
ACN: 005 470 799 | ABN: 56 005 470 799 | ASX Code: FML
FOCUS Minerals Ltd.
FOCUS MINERALS LTD
ACN 005 470 799
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting will be held:
TIME: at 9:30 am (WST)
DATE: on 27 May 2026
PLACE: Karstens at Level 1, 111 St Georges Terrace, Perth WA 6000
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. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9215 7888.
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BUSINESS OF THE MEETING
ORDINARY BUSINESS
1 Financial Statements and Reports
To receive and consider the financial report of the Company for the financial year ended 31 December 2025 together with the declaration of the Directors, the Directors' report, the Remuneration Report and the auditor's report.
2 Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:
"That, for the purposes 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 financial report for the financial year ended 31 December 2025."
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement:
A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:
(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:
(c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or
(d) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
3 Resolution 2 – Re-Election of Mr Wanghong Yang
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, Mr Wanghong Yang, being a Director of the Company, who retires in accordance with Listing Rule 14.4 and article 10.3(b)(iii) of the Company's Constitution, and being eligible, offers himself for re-election, be re-elected as a Director."
3 Resolution 3 – Re-Election of Mr Lingquan Kong
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, Mr Lingquan Kong, being a Director of the Company, who retires in accordance with Listing Rule 14.4 and article 10.3(b)(iii) of the Company's Constitution, and being eligible, offers himself for re-election, be re-elected as a Director."
4 Resolution 4 – Re-Election of Mr Wenli Cui
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, Mr Wenli Cui, having been appointed by the Directors on 30 March 2026 until this Annual General Meeting, retires in accordance with Listing Rule 14.4 and article 10.3(b)(iii) of the Company's Constitution, and being eligible, offers himself for re-election, be re-elected as a Director."
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5 Resolution 5 – Replacement of Constitution
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.”
6 Resolution 6 – Increase in Non-Executive Director Remuneration Pool
To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:
“That, for the purposes of Listing Rule 10.17 and clause 10.8(a) of the Constitution or, if Resolution 5 is passed by the Shareholders, clauses 14.7 and 14.8 of the Constitution (as replaced pursuant to Resolution 5) and for all other purposes, Shareholders approve an increase in the aggregate amount of remuneration that may be paid to the Company’s Non-Executive Directors from $150,000 per annum to $350,000 per annum (being an increase of $200,000 per annum) in accordance with the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”
Voting Exclusion: The Company will disregard any votes cast in favour of this Resolution by a Director or any Associate of a Director.
However, the Company will not disregard any votes cast on this Resolution by:
(a) such persons appointed as proxy or attorney on behalf of a person who is entitled to vote on this Resolution, in accordance with the direction on the submitted voting instructions;
(b) the Chair of the Meeting, as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this 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 that (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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
In addition, the Company will disregard votes cast by a member of the Key Management Personnel (or any of their Closely Related Parties) as proxy, where the appointment does not specify the way the proxy is to vote, unless the proxy is Chair of the Meeting and has been expressly authorised to vote on behalf of someone entitled to vote on this Resolution, even though it is connected with the remuneration of Key Management Personnel.
BY ORDER OF THE BOARD
Nicholas Ong
Company Secretary
24 April 2026
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Explanatory Statement to the Notice of Annual General Meeting
This Notice of Annual General Meeting and the Explanatory Notes are important and you should read them in full. If you are in doubt as to how you should vote, you should seek advice from your professional adviser.
The Explanatory Notes to this Notice of Annual General Meeting provide additional information on matters to be considered at the meeting. The Explanatory Statement and the proxy form constitute part of this Notice.
There will be a live webcast of the AGM which can be accessed via: https://www.focusminerals.com.au/events
This webcast allows participants to view and ask questions. There will be no facility to vote, and viewers will not count for the purposes of a quorum.
1 Explanatory Notes
All Focus shareholders should read the Explanatory Notes accompanying, and forming part of, this Notice of Annual General Meeting for more details on the resolutions to be voted on at the Annual General Meeting. The information provided is intended to assist shareholders in understanding the reasons for the resolutions and their effect if passed.
2 Entitlement to vote
The Board of Directors of Focus, being the convener of the Annual General Meeting, has determined that pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the shareholding of each shareholder for the purposes of ascertaining voting entitlements at the Annual General Meeting will be as it appears in Focus' share register as at 5:00pm WST on 25th May 2026. Transactions registered after that time will be disregarded in determining the shareholders entitled to attend and vote at the Annual General Meeting.
3 Your vote is important
The business of the Annual General Meeting affects your shareholding and your vote is important.
4 Voting by Poll
All Resolutions under this Notice will be determined by poll.
5 Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
For those unable to attend the AGM in-person, the meeting will be broadcast online from 9.30am (WST) on Wednesday 27 May 2026 - please register at https://www.focusminerals.com.au/events.
This webcast allows participants to view and ask questions. There will be no facility to vote, and viewers will not count for the purposes of a quorum. Shareholders can vote ahead of the meeting via proxy voting, as set out below.
6 Voting by proxy
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.
Please note that:
(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
7 Corporate representatives
Shareholders who are body corporates may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as the body corporate's representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.
An appointment of corporate representative form is available from the website of the Company's share registry (www.computershare.com.au).
8 Voting via poll
All Resolutions under this Notice will be determined by poll.
9 Written Questions
Shareholders may submit questions in advance of the Meeting to the Company. Questions must be submitted by emailing the Company Secretary at [email protected] by 5:00am WST on Friday, 22nd May 2026.
Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.
The Chair will attempt to respond to the questions during the Meeting. Shareholders are limited to a maximum of two questions each (including any submitted in advance of the Meeting). The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).
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Financial Statements and Reports
The business of the Annual General Meeting will include the receipt and consideration of the Annual Report of Focus for the year ended 31 December 2025 together with the Directors' Report and the Auditor's Report. There is no requirement for shareholders to approve these reports.
In accordance with the Corporations Act, shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the Annual Financial Report, the Directors' Report and the Auditor's Report of Focus and its controlled entities for the year ended 31 December 2025.
During the discussion, the auditor of Focus, RSM Australia Partners, will be present and answer questions that are relevant to the content of the Auditor's Report or the conduct of the audit of the Annual Financial Report. Shareholders may submit written questions for the auditor up to five business days before the date of the Annual General Meeting.
Shareholders wishing to do so may send their questions to the Company Secretary via email (to: [email protected] with "Question to the Auditor" as the subject line). The Company Secretary will pass on the questions to RSM Australia Partners.
In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 December 2025 together with the declaration of the Directors, the Directors' report, the Remuneration Report and the auditor's report.
The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so.
Resolution 1 – Adoption of Remuneration Report
General
The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.
The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.
Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.
Previous voting results
At the Company's previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.
Resolution 2 – Re-Election of Mr Wanghong Yang
Introduction
ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director's appointment or 3 years, whichever is the longer, and that a director appointed to fill a casual vacancy must also not hold office (without re-election) past the company's next annual general meeting.
Article 10.3(b)(iii) of the Constitution requires that a Director who is retiring at the end of the annual general meeting due to tenure limitation, standing for re-election.
Mr Wanghong Yang
Mr Yang is currently the Executive Chairman of the Company. He was an Executive Director and Interim CEO of Focus between 2013 and 2017. He was then appointed Vice President of the Business Development Unit of Shandong Gold International Co., Ltd.
Prior to his role at Focus he worked at Shandong Gold International Mining Corporation as Financial Controller. He joined Shandong Gold Group in 2008 as the Group's Senior Manager of Capital Management before becoming the Deputy General Manager of Shandong Gold International Mining Corporation Limited.
Mr Yang has a Bachelor's degree in Accounting from Renmin University of China and a Master's degree in Applied Finance from Macquarie University.
Technical information required by ASX Listing Rule 14.1A
If this Resolution is passed, Mr Wanghong Yang will be re-elected as a Director of the Company. If this Resolution is not passed, Mr Wanghong Yang will not be re-elected and will cease to hold office as a Director of the Company.
Board recommendation
The Board (other than Mr Yang) supports the election of Mr Yang and recommends that Shareholders vote in favour of Resolution 2.
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Resolution 3 – Election of Mr Lingquan Kong
Introduction
ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director's appointment or 3 years, whichever is the longer, and that a director appointed to fill a casual vacancy must also not hold office (without election) past the company's next annual general meeting.
Article 10.3(b)(i) of the Constitution requires that a Director appointed by Board as an additional Director holds office until the next annual general meeting of the Company and is then eligible for election.
Mr Lingquan Kong
Mr Lingquan Kong was appointed by the Board as an additional Director of the Company on 14th January 2021. In accordance with ASX Listing Rule 14.4 and Article 10.3(b)(ii) of the Company's Constitution, Mr Kong retires from office at this Meeting and offers himself for re-election.
Mr Kong joined Focus in September 2019 as the Company's Principal Mining Engineer. Prior to joining Focus, Mr Kong spent five years as a Director and General Manager at Vatukoula Gold Mines in Fiji, focusing on long term mine planning, production management, cost assessment and stakeholder relations. During his time at Focus Minerals, he has been pivotal in managing the pre-feasibility studies for Coolgardie and Laverton, including mine planning and engineering.
Technical information
If this Resolution is passed, Mr Lingquan Kong will be re-elected as a Director of the Company. If this Resolution is not passed, Mr Lingquan Kong will not be re-elected and will cease to hold office as a Director of the Company.
Board recommendation
The Board (other than Mr Kong) supports the election of Mr Kong and recommends that Shareholders vote in favour of Resolution 3.
Resolution 4 – Election of Mr Wenli Cui
Introduction
ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director's appointment or 3 years, whichever is the longer, and that a director appointed to fill a casual vacancy must also not hold office (without election) past the company's next annual general meeting.
Article 10.3(b)(i) of the Constitution requires that a Director appointed by Board as an additional Director holds office until the next annual general meeting of the Company and is then eligible for election.
Mr Wenli Cui
Mr Cui was appointed as a director of the Company on 30 March 2026. Mr Cui graduated from Shandong University and is an experienced accountant based in China. He has more than 20 years' experience in the
mining industry and is currently the Director of the Finance Department of a subsidiary of Shandong Gold Group.
Technical information required by ASX Listing Rule 14.1A
If this Resolution is passed, Mr Cui will be elected as a director of the Company. If this Resolution is not passed, Mr Cui will not be elected and will cease to hold office as a Director of the Company.
Board recommendation
The Board (other than Mr Cui) supports the election of Mr Cui and recommends that Shareholders vote in favour of Resolution 4.
Resolution 5 – Replacement of Constitution
Introduction
A company may modify or repeal its constitution or a provision of its constitution by special resolution of shareholders.
Resolution 5 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution (Proposed Constitution) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and Listing Rules.
This will incorporate amendments to the Corporations Act and Listing Rules since the current Constitution was adopted on 28 November 2013.
The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.
The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:
- (a) incorporating recent amendments to the ASX Listing Rules;
- (b) updating references to bodies or legislation which have been renamed; and
- (c) expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.
The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below.
A copy of the Proposed Constitution is available for review by Shareholders at the Company's website www.focusminerals.com.au and at the office of the Company.
A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary ([email protected]). Shareholders are invited to contact the Company if they have any queries or concerns.
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Summary of material proposed changes
Restricted Securities (clause 2.12)
The Proposed Constitution complies with the changes to Listing Rule 15.12 which took effect from 1 December 2019.
As a result of these changes, a two-tiered escrow regime is now in effect. The first tier involves ASX requiring certain more significant holders of restricted securities and their controllers (such as related parties, promoters, substantial holders, service providers and their associates) to execute a formal escrow agreement in the form of Appendix 9A.
For less significant holdings (such as non-related parties and non-promoters), a second tier applies where ASX instead permits listed entities to rely on a provision in their constitution imposing appropriate escrow restrictions in the form of Appendix 9C advising them of those restrictions. Securities in a class of quoted securities will be made the subject of a holding lock for the duration of the escrow period.
Use of technology at general meetings (clause 12.10)
The Proposed Constitution includes a new provision permitting the Directors to determine in relation to any general meeting (including any general meeting that is being held at more than one physical place) to enable persons entitled to attend and participate, to do so by use of technology allowing for simultaneous attendance and participation, in accordance with section 249S of the Corporations Act. The members present at the virtual meeting by means of electronic facility shall be counted in the quorum for, and entitled to participate in, the general meeting.
Partial (proportional) takeover provisions (clause 36)
A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder's shares. Pursuant to section 648G of the Corporations Act, the Company has included in
the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act. This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.
Information required by section 648G of the Corporations Act
Effect of proposed proportional takeover provisions
Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a
proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.
Reasons for proportional takeover provisions
A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle and assist in ensuring that any partial bid is appropriately priced.
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Knowledge of any acquisition proposals
As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.
Potential advantages and disadvantages of proportional takeover provisions
The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.
The potential advantages of the proportional takeover provisions for Shareholders include:
(a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(b) assisting in preventing Shareholders from being locked in as a minority;
(c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.
The potential disadvantages of the proportional takeover provisions for Shareholders include:
(a) proportional takeover bids may be discouraged;
(b) lost opportunity to sell a portion of their Shares at a premium; and
(c) the likelihood of a proportional takeover bid succeeding may be reduced.
Recommendation of the Board
The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 5.
Resolution 6 – Increase in Non-Executive Director Remuneration Pool
Introduction
ASX Listing Rule 10.17 provides that a listed entity must not increase the total aggregate amount of directors fees payable to all of its non-executive directors without Shareholder approval.
Director's fees include all fees payable by the entity or any of its child entities to a non-executive director for acting as a director of the entity or any of its child entities (including attending and participating in any board committee meeting), superannuation contributions for the benefit of a non-executive director and any fees which a non-executive director agrees to sacrifice for other benefits. It does not include reimbursement of genuine out of pocket expenses, genuine "special exertion" fees paid in accordance with an entity's constitution or securities issued to a non-executive director under Listing Rules 10.11 or 10.14 with the approval of the holders of its ordinary securities.
Clause 10.8(a) of the Company's Constitution and, if applicable, clauses 14.7 and 14.8 of the Company's proposed new constitution also provides that the total aggregate remuneration payable to non-executive directors will not exceed the sum determined by Shareholders in a general meeting. The current maximum total annual remuneration pool of $150,000.
The Board considers that the proposed increase in the remuneration pool is appropriate to allow room to accommodate an increase in the number of non-executive directors in the event the Board feels additional appointments may be necessary and appropriate.
The Board is of the view that the proposed increase in the remuneration pool is reasonable and in line with market remuneration paid to non-executive directors at similar ASX listed companies and is necessary to attract and retain suitably qualified non-executive directors.
It is important to note that the inclusion of Resolution 6 to increase the remuneration pool to a maximum of $350,000 per annum does not mean that this will be utilised, particularly given the current number of non-executive Directors. The limit of $350,000 is a cap that must be made under the ASX Listing Rules and the Constitution and the Board believes that it is unlikely to be used subject to further Board appointments.
Technical information required by Listing Rule 10.17
If Resolution 6 is approved by Shareholders, the remuneration pool will increase to $350,000 (being an increase of $200,000 per annum). The Board is seeking shareholder approval to increase the current cap for the following reasons:
(a) an increase in the remuneration pool will give the Company flexibility in relation to the appointment of additional Directors, particularly given the Company is seeking to advance development of its current projects;
(b) to ensure the remuneration pool can accommodate payment of fees to any additional nonexecutive directors who may be appointed;
(c) to enable the Company to maintain remuneration arrangements that are market competitive, so it can retain existing non-executive Directors and attract and retain high calibre individuals as non-executive Directors; and
(d) to provide for non-executive Directors' fees to grow in the future to reflect market trends in the longer term.
If Resolution 6 is approved by Shareholders, the remuneration pool will increase regardless of whether Resolution 5 is approved by Shareholders (although the existing constitution would continue to apply in those circumstances).
If Resolution 6 is not approved, the remuneration pool will remain at $150,000 and the Board will not have the flexibility described above and any future non-executive director appointments and fees will need to be assessed within the current remuneration cap. This may impact the Company's ability to remunerate, attract and retain appropriately skilled non-executive directors.
The Company has not issued any securities to non-executive Directors in the past three years.
Board recommendation
A voting exclusion applies to the resolution, as set out earlier in the Notice. Given the interest of the non-executive directors in this resolution, the Board makes no recommendations regarding this Resolution.
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Glossary
Annual General Meeting or Meeting means the meeting convened by the Notice.
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.
ASX Listing Rules means the Listing Rules of ASX.
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.
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 Focus Minerals Ltd (ACN 005 470 799).
Constitution means the Company's constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Explanatory Statement means the explanatory statement accompanying 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.
Proposed Constitution has the meaning given to that term in the Explanatory Statement.
Proxy Form means the proxy form accompanying the Notice.
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Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 31 December 2025.
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.
Focus Minerals Ltd. ABN 56 005 470 799
Need assistance?
- Phone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)
- Online: www.investorcentre.com/contact
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be received by 9:30 am (AWST) on Monday, 25 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 with 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:
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: 188763
SRN/HIN:
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.
325268_0_COSMOS_Sample_Proxy/000001/000001/1
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.
Proxy Form
Please mark ☐ to indicate your directions
Step 1 Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of Focus Minerals Limited hereby appoint
☐ the Chair of the Meeting
OR
PLEASE NOTE: Leave this box blank if you have selected the Chair 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 Chair 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 Focus Minerals Limited to be held at Karstens at Level 1, 111 St Georges Terrace, Perth WA 6000 on Wednesday, 27 May 2026 at 9:30 am (AWST) 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 Resolutions 1 and 6 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chair.
Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on Resolutions 1 and 6 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 Wanghong Yang | ☐ | ☐ | ☐ |
| Resolution 3 | Re-Election of Mr Lingquan Kong | ☐ | ☐ | ☐ |
| Resolution 4 | Re-Election of Mr Wenli Cui | ☐ | ☐ | ☐ |
| Resolution 5 | Replacement of Constitution | ☐ | ☐ | ☐ |
| Resolution 6 | Increase in Non-Executive Director Remuneration Pool | ☐ | ☐ | ☐ |
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair 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.
FML
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