AI assistant
GENMIN LIMITED Proxy Solicitation & Information Statement 2026
64979_rns_2026-04-21_080d67ac-51e5-4c96-9b67-13dfbf937102.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
GENMIN
22 April 2026
Dear shareholder,
Genmin Limited (ABN 81 141 425 292) (Company) wishes to advise that its annual general meeting (AGM) will be held at 3.00pm (AWST) on Thursday, 28 May 2026 via Zoom Teleconference.
There will not be a physical venue available for shareholders to attend in person and the AGM will be held virtually. Shareholders will be able to participate in the AGM, ask questions and make comments in real time via the Zoom Teleconference, with online voting conducted via the Computershare Meeting Platform.
As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the notice of AGM unless a shareholder has made a valid election to receive documents in hard copy. Instead, the notice of AGM and accompanying explanatory materials (Meeting Materials) are being made available to shareholders electronically and can be viewed and downloaded at the following link:
www.genmingroup.com/investors/asx-announcements
How to participate and vote at the AGM
You can participate in the AGM online via the Zoom Teleconference. To join the Zoom Teleconference from your computer, you will need to enter the URL below into your browser and register your details in advance of the AGM.
https://us06web.zoom.us/meeting/register/5ne1eU0USv-fopkyCt_smQ
After registering, you will receive a confirmation email containing information about how to join the AGM via the Zoom Teleconference.
All shareholders and visitors are requested to join the AGM at least 10 minutes prior to the commencement of the AGM so that all participants can be identified and registered for the AGM prior to the commencement of the AGM.
Arrangements have been made with the Company's share registry, Computershare Investor Services Pty Limited (Computershare), for shareholders to participate in and vote online at the AGM via Computershare Meeting Platform. To access the Computershare Meeting Platform, please follow the instructions below.
To participate in the AGM, you can log in by entering the following URL https://meetnow.global/MCC74GY on your computer, tablet or smartphone. Online registration will open 30 minutes before the AGM.
To make the registration process quicker, please have your Holder Identification Number (HIN) or Security Reference Number (SRN) and registered postcode or country code ready. Proxyholders will need to contact Computershare prior to the AGM to obtain their login details.
To participate in the AGM online, follow the instructions below.
Step 1: Click on 'Join Meeting Now'.
Step 2: Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 prior to the AGM to obtain their login details.
GENMIN LIMITED | ASX: GEN | ACN 141 425 292
Suite 3, Level 1, 17 Ord Street, West Perth WA 6005
+61 8 9389 2111 | [email protected] | genmingroup.com
GENMIN
Step 3: Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder, select the country of your registered holding from the drop-down list.
Step 4: Accept the terms and conditions and click 'Continue'.
You can cast votes at the appropriate times while the AGM is in progress.
Lodging Proxy Form prior to the AGM
If you are unable to participate in the AGM, you are encouraged to appoint a proxy to participate and vote on your behalf. If you direct your proxy how to vote, your votes will be cast at the AGM in accordance with your directions.
You can submit your Proxy Form online by visiting www.investorvote.com.au, or by post, fax, or mobile phone. See pages 5-6 of the Meeting Materials for additional details.
Completed Proxy Forms (and any necessary supporting documents) must be received by Computershare no later than 3.00pm (AWST) on Tuesday, 26 May 2026.
Even if you plan to participate in the AGM online, we encourage you to submit your proxy vote as early as possible so that your vote will be counted if for any reason you cannot participate on the day of the AGM (for example, if there is an issue with your internet connection that prevents you from participating online).
How to ask questions
Shareholders will be given an opportunity to ask questions at the AGM. However, we welcome questions from shareholders before the AGM. Questions should relate to matters relevant to the business of the AGM.
You can ask the Company a question prior to the AGM by email addressed to Dennis Wilkins, Company Secretary at [email protected].
Your questions must be received on or before Monday, 25 May 2026.
The chair of the AGM will endeavour to answer as many of the frequently asked questions as possible at the AGM. However, there may not be sufficient time available at the AGM to address all of the questions raised. The Company will not be sending individual replies.
Electronic communications
The Company is committed to promoting positive environmental outcomes, so it encourages all shareholders to provide an email address to receive their communications electronically. This ensures the Company is providing shareholders with the information they need in the fastest, most cost-effective manner possible, while also significantly reducing the Company's environmental impact.
You can make an election as to whether you would like to receive certain documents, including annual reports and documents related to shareholder meetings (for example, notices of meeting and proxy/voting forms), as follows:
- You can make a standing election to receive the documents in physical or electronic form;
- You can make a one-off request to receive a document in physical or electronic form; or
- You can elect not to receive certain documents such as annual reports.
To update your communication preferences (including to provide your email address and elect to receive communications electronically), visit http://www.investorcentre.com.au follow the prompts. You will need your HIN or SRN and postcode to login in and manage your details.
genmingroup.com
GENMIN
Of course, you will always be able to access and read the Company's annual report, notices of meeting and other shareholder documents when they are published on the Company's website and the ASX market announcements platform.
The Meeting Materials should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
If you are unable to access the Meeting Materials online, please contact Dennis Wilkins, Company Secretary, at +61 8 9389 2111 or by sending an email to [email protected].
Further information and support on how to use the Computershare Meeting Platform for the AGM is available by calling Computershare on +61 3 9415 4024.
For and on behalf of the Board,
Dennis Wilkins
Company Secretary
genmingroup.com
Page 3 of 3
GENMIN
Notice of Annual General Meeting.
Notice is hereby given that the annual general meeting (AGM) of Genmin Limited ABN 81 141 425 292 (Company) will be held at 3:00pm (AWST) on Thursday, 28 May 2026 via Zoom Teleconference.
There will not be a physical venue available for Shareholders to attend in person and the AGM will be held virtually. Shareholders will be able to participate in the AGM, ask questions and make comments in real time via the Zoom Teleconference, with online voting conducted via the Computershare Meeting Platform.
Explanatory Materials accompany and form part of this notice of annual general meeting (Notice of Meeting) and provide additional information on the resolutions (Resolutions) contained in the Notice of Meeting to be considered at the AGM. Terms used in this Notice of Meeting and the Explanatory Materials are defined in the Glossary.
This Notice of Meeting and the Explanatory Materials should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact Mr Dennis Wilkins, Company Secretary on +61 8 9389 2111.
GENMIN LIMITED | ASX: GEN | ACN 141 425 292 | ABN 81 141 425 292
Suite 3, Level 1, 17 Ord Street, West Perth Western Australia 6005
+61 8 9389 2111 | [email protected] | genmingroup.com
GENMIN
AGENDA | ORDINARY BUSINESS
1. Financial Reports
To receive and consider the financial report of the Company and the reports of the Directors and auditor for the year ended 31 December 2025.
Shareholders are invited to ask questions or make comments on these reports. A representative of the Company's auditor will be at the AGM to respond to any questions raised of the auditor or on the auditor's report in accordance with the Corporations Act.
Note: There is no requirement for Shareholders to approve these reports.
2. Resolution 1 – Re-election of Director – Mr John Hodder
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
"That Mr John Hodder, being a Director who retires by rotation in accordance with the Constitution and the Listing Rules and, being eligible, offers himself for re-election as a Director, is re-elected as a Director."
3. Resolution 2 – Remuneration Report
To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution:
"That the Remuneration Report for the year ended 31 December 2025 be adopted."
Note: The Remuneration Report is set out in the 2025 Annual Report of the Company. In accordance with the Corporations Act, the vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting prohibition statement: The Company will disregard any votes cast on Resolution 2:
- by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report for the year ended 31 December 2025 or a Closely Related Party of any such member of the Key Management Personnel (regardless of the capacity in which the vote is cast); or
- as a proxy by a person who is a member of the Key Management Personnel at the time of the AGM or by a Closely Related Party of any such member of the Key Management Personnel,
unless the vote is cast as proxy for a person entitled to vote on Resolution 2 and:
- the vote is cast in accordance with a direction on the Proxy Form specifying how the proxy is to vote on the Resolution; or
- the vote is cast by the Chair and the Proxy Form expressly authorises the Chair to exercise the proxy and vote as the Chair decides even though the Resolution is connected directly or indirectly with the remuneration of members of the Key Management Personnel.
genmingroup.com | ASX: GEN
2026 Notice of AGM
SPECIAL BUSINESS
4. Resolution 3 – Approval of Additional 10% Placement Capacity
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, for the purposes of Listing Rule 7.1A and all other purposes, approval be given for the Company to issue Equity Securities of up to 10% of the issued share capital of the Company (at the time of issue or agreement to issue) calculated in accordance with the formula prescribed by Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Materials."
Voting exclusion statement: If, at the time of the AGM, the Company is intending to make an issue of Equity Securities under Listing Rule 7.1A.2, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:
- a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
- an Associate of that person or those persons.
However, this does not apply to a vote cast in favour of Resolution 3 by:
- a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or
- the Chair as proxy for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
-
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
-
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
- the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
2 April 2026
BY ORDER OF THE BOARD
Dennis Wilkins
Company Secretary
Genmin Limited
genmingroup.com | ASX: GEN
GENMIN
EXPLANATORY MATERIALS
These Explanatory Materials form part of the Notice of Meeting and have been prepared to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice of Meeting.
A Proxy Form is located at the end of the Explanatory Materials.
Voting entitlements
The Board has determined that under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the AGM, Shares will be taken to be held by the persons who are the registered holders at 5:00pm (AWST) on Tuesday, 26 May 2026. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.
Chair of the AGM
Mr Gregory Lilleyman will act as Chair of the AGM (and, if Mr Lilleyman is unable to attend, another Director will act as Chair of the AGM).
Meeting information
How to participate and vote live online
You can participate in the AGM online via the Zoom Teleconference. To join the Zoom Teleconference from your computer, you will need to enter the URL below into your browser and register your details in advance of the AGM.
https://us06web.zoom.us/meeting/register/5ne1eU0USv-fopkyCt_smQ
After registering, you will receive a confirmation email containing information about how to join the AGM via the Zoom Teleconference.
All Shareholders and visitors are requested to join the AGM at least 10 minutes prior to the commencement of the AGM so that all participants can be identified and registered for the AGM prior to the commencement of the AGM.
Arrangements have been made with the Company's share registry for Shareholders who wish to participate in and vote online with the Computershare Meeting Platform at the AGM. To access the Computershare Meeting Platform please follow the instructions below.
To participate in the meeting, you can log in by entering the following URL https://meetnow.global/MCC74GY on your computer, tablet or smartphone. Online registration will open 30 minutes before the meeting.
To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready. Proxyholders will need to contact Computershare prior to the meeting to obtain their login details.
To participate in the meeting online follow the instructions below.
genmingroup.com | ASX: GEN
2026 Notice of AGM
Step 1: Click on 'Join Meeting Now'.
Step 2: Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 prior to the meetings to obtain their login details.
Step 3: Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop-down list.
Step 4: Accept the Terms and Conditions and 'Click Continue'.
You can cast votes at the appropriate times while the meeting is in progress.
Lodging Proxy Form prior to AGM
If you are unable to participate in the AGM, you are encouraged to appoint a proxy to participate and vote on your behalf. If you direct your proxy how to vote, your votes will be cast at the AGM in accordance with your directions.
You can submit your Proxy Form online by visiting www.investorvote.com.au, or by post, fax, or mobile phone. See Pages 5-6 for additional details.
Completed Proxy Forms (and any necessary supporting documents) must be received by the Company's share registry no later than 3:00pm (AWST) on Tuesday, 26 May 2026.
Even if you plan to participate in the AGM online, we encourage you to submit your proxy vote as early as possible so that your vote will be counted if for any reason you cannot participate on the day of the AGM (for example, if there is an issue with your internet connection that prevents you from participating online).
How to ask questions
Shareholders will be given an opportunity to ask questions at the AGM. However, we welcome questions from Shareholders before the AGM. Questions should relate to matters relevant to the business of the AGM (including matters arising from the financial report, the directors' report including the Remuneration Report, or the content of the auditor's report), the performance, business or management of the Company, and the conduct of the audit.
You can ask the Company or the auditor a question prior to the AGM by email addressed to Dennis Wilkins, Company Secretary at [email protected].
Your questions must be received on or before Monday, 25 May 2026.
The Chair will endeavour to answer as many of the frequently asked questions as possible at the AGM. However, there may not be sufficient time available at the AGM to address all of the questions raised. The Company and its auditor will not be sending individual replies.
Technical difficulties
Technical difficulties may arise during the course of the AGM. The Chair of the AGM has discretion as to whether and how the AGM should proceed if a technical difficulty arises. In exercising this discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the meeting is affected. Where the Chair considers it appropriate, the Chair may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a directed proxy in advance of the meeting even if they plan to participate in the meeting online.
genmingroup.com | ASX:GEN
GENMIN
Opting in for hard copies
To request a hard copy of the Notice of Meeting, please contact Mr Dennis Wilkins, Company Secretary at +61 8 9389 2111 or by sending an email to [email protected].
How to vote
a) As a Shareholder, you can vote on the items of business by:
1) participating in the AGM and voting online; or
2) appointing a proxy, representative or attorney to vote on your behalf at the AGM.
b) A proxy need not be a Shareholder of the Company.
c) The Proxy Form sent with this Notice of Meeting should be used for the AGM.
d) Each Shareholder who is entitled to cast two (2) or more votes at the AGM may appoint up to two (2) persons to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder's votes that each proxy may exercise, then each proxy will be entitled to exercise half of that Shareholder's votes. An additional Proxy Form will be supplied by the Company on request. No Shareholder may appoint more than two (2) proxies.
e) In the case of a Shareholder who is an individual, a Proxy Form must be executed under the hand of the individual or their attorney duly authorised in writing and, in the case of a member that is a corporation, a Proxy Form must be executed by the corporation under common seal, pursuant to section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney.
f) Any Shareholder may by power of attorney appoint an attorney to act on their behalf and such power of attorney or a certified copy thereof must be received by the Company as set out in paragraph (i) below.
g) Any corporation that is a Shareholder of the Company may appoint a representative to attend and vote for that corporation at the AGM. Appointments of corporate representatives must be received by the Company as set out in paragraph (i) below.
h) Any directed proxies that are not voted on a poll at the AGM by a Shareholder's appointed proxy will automatically default to the Chair of the AGM, who is required to vote proxies as directed on a poll.
i) Members of the Key Management Personnel (which includes each of the Directors) will not be able to vote as proxy on Resolution 2, unless the Shareholder directs them how to vote or, in the case of the Chair of the AGM, unless the Shareholder expressly authorises the Chair to do so.
j) If a Shareholder intends to appoint a member of the Key Management Personnel (other than the Chair of the AGM) as their proxy, the Shareholder should ensure that they direct the member of the Key Management Personnel how to vote on Resolution 2.
genmingroup.com | ASX: GEN
2026 Notice of AGM
k) If a Shareholder intends to appoint the Chair of the AGM as their proxy for Resolution 2, Shareholders can direct the Chair how to vote by marking one of the boxes for Resolution 2 (for example, if the Shareholder wishes to vote 'for', 'against' or to 'abstain' from voting). If a Shareholder does not direct the Chair how to vote, then by submitting the Proxy Form, the Shareholder will be expressly authorising the Chair to exercise the proxy in respect of Resolution 2 even though that Resolution is connected to the remuneration of members of the Key Management Personnel.
l) Proxy Forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders must be received by the Company by 3:00pm (AWST) on Tuesday, 26 May 2026 as follows:
At the Company’s share registry:
1) by post to the Company’s share registry:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
2) by facsimile to the Company’s share registry:
1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
Online
Alternatively, Shareholders can register their proxy voting instructions online at www.investorvote.com.au by 3:00pm (AWST) on Tuesday, 26 May 2026. Please refer to the enclosed Proxy Form for more information about submitting proxy voting instructions online.
Mobile
Alternatively, Shareholders can vote using their mobile phone by scanning the QR Code on the Proxy Form and following the prompts.
Custodians and nominees
Custodians and nominees are able to vote online at www.intermediaryonline.com.
Enquiries
If you have any questions in respect of the matters set out in the Notice, you can contact Mr Dennis Wilkins, Company Secretary on +61 8 9389 2111 or by sending an email to [email protected].
genmingroup.com | ASX: GEN
GENMIN
1. Resolution 1 – Re-election of Director – Mr John Hodder
As required by the Constitution and the Listing Rules, Mr John Hodder retires as a Director by rotation and, being eligible, offers himself for re-election.
Experience and qualifications
Mr Hodder is a founding principal of Tembo Capital Management Limited (Tembo), a mining private equity fund, which specialises in providing and assisting junior and emerging mining companies, and has over 35 years' experience in the resources industry.
Mr Hodder is a geologist, and his first 10 years' experience was in exploration and project evaluation for both minerals as well as oil and gas companies. After Mr Hodder obtained a Masters in Finance from the London Business School, he worked for eight years in private equity within emerging market countries and this was followed by six years as a fund manager before co-founding and establishing Tembo.
Mr Hodder is currently Non-Executive Director of Strandline Resources Limited (In Liquidation) (appointed 8 June 2016).
Mr Hodder is a member of the Remuneration & Nomination Committee. The Board does not consider Mr Hodder to be an independent director.
Recommendation of Directors
The Directors (with Mr Hodder abstaining) recommend that Shareholders vote in favour of Resolution 1. Mr Hodder makes no recommendation regarding his re-election.
The Chair intends to vote all available proxies in favour of Resolution 1.
2. Resolution 2 – Adoption of Remuneration Report
Background
The Remuneration Report for the year ended 31 December 2025 is set out in the Company's 2025 Annual Report.
The Remuneration Report:
- describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of Key Management Personnel and the Company's performance; and
- sets out the remuneration arrangements in place for the Directors and other Key Management Personnel.
Section 250R(2) of the Corporations Act requires the AGM to include a vote on the adoption of the Remuneration Report. In accordance with section 250R(3) of the Corporations Act, the vote on the Resolution is advisory only and does not bind the Directors or the Company. However, the Directors will take the discussion at the AGM and the outcome of the vote into account when considering the Company's remuneration policies.
Section 250SA of the Corporations Act requires that a reasonable opportunity be allowed to Shareholders at the AGM to ask questions about, or make comments on, the Remuneration Report.
genmingroup.com | ASX: GEN
2026 Notice of AGM
In accordance with Division 9 of Part 2G.2 of the Corporations Act, if at least 25% of votes cast are against adoption of the remuneration report at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution proposing that another general meeting be held within 90 days, at which all of the Directors (other than the Managing Director, if any) would need to stand for re-election (Spill Resolution).
At the Company's 2025 annual general meeting, only 0.09% of votes were cast against the adoption of the remuneration report. As such, even if at least 25% of the votes cast on Resolution 2 are against adoption of the Remuneration Report, it will not result in the Company putting a Spill Resolution to Shareholders at the AGM.
Recommendation of Directors
The Directors encourage all eligible Shareholders to vote on the adoption of the Remuneration Report.
The Chair intends to vote all available proxies in favour of the adoption of the Remuneration Report.
3. Resolution 3 – Approval of Additional 10% Placement Capacity
Background
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the number of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period (15% Placement Capacity).
However, under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase the entity's 15% Placement Capacity under Listing Rule 7.1 by an additional 10% to a total of 25% (Additional 10% Placement Capacity).
An "eligible entity" for the purposes of Listing Rule 7.1A is an entity that, as at the date of the relevant special resolution under Listing Rule 7.1A, is not included in the S&P/ASX 300 Index and that has a market capitalisation equal to or less than the amount prescribed by ASX (currently $300 million).
The Company has a market capitalisation of approximately $24.20 million as at 1 April 2026 and is not included in the S&P/ASX 300 Index. Accordingly, the Company is an "eligible entity" for the purposes of Listing Rule 7.1A.
Resolution 3 seeks Shareholder approval for the Company to access the Additional 10% Placement Capacity. If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval. If Resolution 3 is not passed, the Company will not be able to access the Additional 10% Placement Capacity and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.
Resolution 3 is a special resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.
Formula for calculating Additional 10% Placement Capacity
The maximum number of Equity Securities that the Company may issue under the approval sought by Resolution 3 will be calculated in accordance with the formula set out in Listing Rule 7.1A.2:
$$
(A \times D) - E
$$
genmingroup.com | ASX:GEN
GENMIN
Where:
A = the number of fully paid ordinary securities on issue at the commencement of the relevant period:
1) plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 other than exceptions 9, 16 or 17;
2) plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
(A) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
(B) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rules 7.1 or 7.4;
3) plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
(A) the agreement was entered into before the commencement of the relevant period; or
(B) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rules 7.1 or 7.4;
4) plus the number of any other fully paid ordinary securities issued in the relevant period with approval under Listing Rules 7.1 or 7.4;
5) plus the number of partly paid ordinary securities that became fully paid in the relevant period; and
6) less the number of fully paid ordinary securities cancelled in the relevant period.
D = 10%
E = the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement to issue has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4.
Note: The "relevant period" is a 12-month period.
Information required by Listing Rule 7.3A
The following information is provided to Shareholders for the purposes of Listing Rule 7.3A:
-
The Additional 10% Placement Capacity will be valid during the period commencing on the date of the AGM and will expire on the earlier of:
-
the date that is 12 months after the date of the AGM;
- the time and date of the Company's next annual general meeting; and
-
the time and date of Shareholder approval of any transaction under Listing Rule 11.1.2 (change to the nature or scale of the Company's activities) or Listing Rule 11.2 (disposal of the Company's main undertaking).
-
Any Equity Securities issued under Listing Rule 7.1A.2 must be in an existing quoted class of Equity Securities and be issued for cash consideration which is not less than 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before:
-
the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or
genmingroup.com | ASX: GEN
2026 Notice of AGM
-
if the Equity Securities are not issued within 10 Trading Days of the date in the paragraph above, the date on which the Equity Securities are issued.
-
As at the date of this Notice of Meeting, the Company has not formed an intention to offer any Equity Securities under Listing Rule 7.1A. However, if Resolution 3 is passed and the Company does raise funds from the issue of Equity Securities under the Additional 10% Placement Capacity then the Company considers that the funds may be used for general working capital and to continue to advance its 100% owned Baniaka iron ore project located in Gabon, west Central Africa.
-
If Resolution 3 is passed and the Company issues Equity Securities under the Additional 10% Placement Capacity, the existing Shareholders' economic and voting interests in the Company will be diluted. There is a risk that:
-
the market price for the Company's Equity Securities may be significantly lower on the date of issue of the Equity Securities than on the date of the AGM; and
- the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.
Any issue of Equity Securities under the Additional 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Equity Securities under the relevant issue.
If Resolution 3 is passed and the Company issues the maximum number of Equity Securities available under the Additional 10% Placement Capacity, the economic and voting interests of existing Shareholders in the Company will be diluted as shown in the table below. This table shows the potential dilution of existing Shareholders on the basis of three different assumed issue prices and values for variable 'A' in the formula in Listing Rule 7.1A.2.
| Number of Shares on issue
(Variable 'A' in Listing Rule 7.1A.2) | | Dilution | | |
| --- | --- | --- | --- | --- |
| | | $0.0035
(Issue price at half the current market price) | $0.007
(Issue price at the current market price) | $0.014
(Issue price at double the current market price) |
| 3,457,286,102 Shares
(Current variable 'A') | Shares issued | 345,728,610 | 345,728,610 | 345,728,610 |
| | Funds raised | $1,210,050 | $2,420,100 | $4,840,201 |
| | Dilution | 10.0% | 10.0% | 10.0% |
| 5,185,929,153 Shares
(50% increase in current variable 'A') | Shares issued | 518,592,915 | 518,592,915 | 518,592,915 |
| | Funds raised | $1,815,075 | $3,630,150 | $7,260,301 |
| | Dilution | 10.0% | 10.0% | 10.0% |
| 6,914,572,204 Shares
(100% increase in current variable 'A') | Shares issued | 691,457,220 | 691,457,220 | 691,457,220 |
| | Funds raised | $2,420,100 | $4,840,201 | $9,680,401 |
| | Dilution | 10.0% | 10.0% | 10.0% |
The table above assumes:
- The current issue price is $0.007, being the closing price of the Company's Shares on ASX on 1 April 2026.
- The Company issues the maximum number of Equity Securities available under the Additional 10% Placement Capacity.
genmingroup.com | ASX: GEN
GENMIN
-
No convertible securities are exercised before the date of the issue of the Equity Securities.
-
The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes options, for the purposes of the above table, it is assumed that those options are exercised into Shares for the purposes of calculating the voting dilution effect on existing Shareholders.
-
The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Capacity, based on that Shareholder's holding at the date of the AGM.
-
The Company has not issued any Equity Securities in the 12 months prior to the AGM that were not issued under an exception in Listing Rule 7.2, with approval under Listing Rule 7.1 or ratified under Listing Rule 7.4. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% Placement Capacity under Listing Rule 7.1.
-
The identity of the persons to whom Equity Securities will be issued under the Additional 10% Placement Capacity is not yet known and will be determined on a case by case basis having regard to market conditions at the time of the proposed issue of Equity Securities and the Company's allocation policy, which involves consideration of a number of matters including, but not limited to:
-
subject to the scale of the capital raising opportunity, and the appetite of existing Shareholders, a general preference to existing Shareholders;
- the structure and timeframe of the capital raising opportunities available to the Company (e.g. placement, entitlement offer or share purchase plan);
- the Company's financial position and likely future capital requirements; and
- advice from the Company's professional advisers (including corporate, financial and broking advisers if applicable).
The persons to whom Equity Securities may be issued under the Additional 10% Placement Capacity may include institutional, sophisticated and professional investors, existing Shareholders of the Company, clients of holders of an Australian Financial Services Licence and/or their nominees, or any other person to whom the Company is able to issue Equity Securities (but will not include related parties of the Company or their Associates).
- The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 29 May 2025.
There were no Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months preceding the date of the AGM.
- As at the date of this Notice of Meeting, a voting exclusion statement does not apply to Resolution 3, as the Company has not formed an intention to offer any Equity Securities under Listing Rule 7.1A. The voting exclusion statement that will apply, if required, is set out in the Notice of Meeting.
Recommendation of Directors
The Directors recommend that Shareholders vote in favour of Resolution 3.
The Chair intends to vote all available proxies in favour of Resolution 3.
genmingroup.com | ASX: GEN
2026 Notice of AGM
GLOSSARY
The meaning of the terms used in the Notice of Meeting and the Explanatory Materials are set out below.
$ means Australian dollars.
15% Placement Capacity has the meaning given on Page 8.
AASB means the Australian Accounting Standards Board.
Additional 10% Placement Capacity has the meaning given on Page 8.
AGM means the annual general meeting of the Company that is the subject of the Notice of Meeting.
Annual Report means the directors' report, the financial report and auditor's report in respect of the financial year ended 31 December 2025.
Associates has the meaning given to that term in the Listing Rules.
ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the financial market that it operates.
AWST means Australian Western Standard Time.
Board means the board of Directors of the Company.
Chair means the chair of the AGM.
Closely Related Party has the meaning given in section 9 of the Corporations Act. It includes close family members and any controlled companies of a member of the Key Management Personnel.
Company means Genmin Limited (ACN 141 425 292).
Constitution means the existing constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Equity Securities has the meaning given to that term in the Listing Rules.
Explanatory Materials means the explanatory materials accompanying the Notice of Meeting.
Key Management Personnel means the Company's key management personnel as defined in AASB Standard 124.
Listing Rules means the listing rules of the ASX.
Notice or Notice of Meeting means this notice of annual general meeting.
Proxy Form means the proxy form accompanying the Notice of Meeting.
Remuneration Report means the Company's remuneration report for the year ended 31 December 2025.
Resolution means a resolution contained in the Notice of Meeting.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share in the Company.
Spill Resolution has the meaning given on Page 8.
Trading Day has the meaning given in the Listing Rules.
Zoom Teleconference means a teleconference using the cloud-based video conferencing service provided by Zoom Video Conferencing, Inc (America).
genmingroup.com | ASX: GEN
GENMIN
Genmin Limited
ABN 81 141 425 292
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 3:00pm (AWST) 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 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: 188692
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.
324551_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 Genmin 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 Genmin Limited to be held as a virtual meeting on Thursday, 28 May 2026 at 3:00pm (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 Resolution 2 (except where I/we have indicated a different voting intention in step 2) even though Resolution 2 is 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 Resolution 2 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 | Re-election of Director – Mr John Hodder | ☐ | ☐ |
| Resolution 2 | Remuneration Report | ☐ | ☐ |
| Resolution 3 | Approval of Additional 10% Placement Capacity | ☐ | ☐ |
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.
| Individual or Securityholder 1 | Securityholder 2 | Securityholder 3 |
|---|---|---|
| Sole Director & Sole Company Secretary | Director | Director/Company Secretary |
| 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 |
GEN
Computershare
+