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GREAT BOULDER RESOURCES LIMITED — AGM Information 2025
Oct 23, 2025
64967_rns_2025-10-23_4f75f517-68bc-440e-a3f6-65fa8b3e4af9.pdf
AGM Information
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GREAT BOULDER RESOURCES LTD
ACN 611 695 955
ADDENDUM TO 2025 NOTICE OF ANNUAL GENERAL MEETING
Great Boulder Resources Ltd ACN 611 695 955 ( GBR or the Company ) hereby gives notice to shareholders of the Company that, in relation to the Company’s Notice of Annual General Meeting dated 17 October 2025 ( Notice of Meeting ) in respect of an Annual General Meeting of Shareholders to be held at 11.00am (Perth time), Tuesday, 18 November 2025 at Level 1, 1260 Hay Street, West Perth, Western Australia ( Meeting ), the Directors have determined to issue this addendum ( Addendum ) for the purposes set out below.
Defined terms in the Notice of Meeting have the same meaning in this Addendum unless otherwise stated.
ADDITIONAL RESOLUTION 8
By this Addendum:
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an additional Resolution 8 as detailed below is added to the Notice of Meeting;
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a new section in respect of additional Resolution 8 is added to the Explanatory Notes to the Notice of Meeting.
REPLACEMENT PROXY FORM
Annexed to this Addendum is a replacement Proxy Form ( Replacement Proxy Form ). To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, Shareholders are advised that:
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(a) If you have already completed and returned the Proxy Form annexed with the Notice of Meeting ( Original Proxy Form ) and you wish to change your original vote for Resolutions 1 to 7 or cast votes for the Additional Resolution, you must complete and return the Replacement Proxy Form.
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(b) If you have already completed and returned the Original Proxy Form and you do not wish to change your original vote for Resolutions 1 to 7 or vote on the Additional Resolution, you do not need to take any action as the earlier submitted Original Proxy Form will be accepted by the Company for Resolutions 1 to 7 unless you submit a Replacement Proxy Form. For the sake of clarity, the Company notes that if you do not lodge a Replacement Proxy Form, you will not have cast a vote on the Additional Resolution.
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(c) If you have not yet completed and returned a Proxy Form and you wish to vote on the Resolutions in the Notice as supplemented by the Addendum, please complete and return the Replacement Proxy Form.
ENQUIRIES
Shareholders are invited to contact the Company Secretary on +61 (8) 9321 6037 if they have any queries in respect of the matters set out in this Addendum.
By order of the Board of Directors
Melanie Ross
Company Secretary 24 October 2025
SUPPLEMENTARY BUSINESS OF THE MEETING
The following additional Resolution is inserted in the Notice of Meeting as follows:
Resolution 8 – Election of Director – Chris Tuckwell
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 14.4, clause 11.11 of the Company’s Constitution and for all other purposes, Mr Chris Tuckwell, having been appointed a Director of the Company since the last Annual General Meeting, will retire at the close of the Meeting in accordance with clause 11.11 of the Company’s Constitution and being eligible be elected as a Director of the Company.”
SUPPLEMENTARY EXPLANATORY STATEMENT
Resolution 8 – Election of Director – Chris Tuckwell
Background
Resolution 8 seeks approval for the election of Chris Tuckwell as a Director.
Clause 11.10 of the Company’s Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.
Clause 11.11 of the Company’s Constitution requires that any directors appointed by the Board during the year, hold office only until the next annual general meeting and are then eligible for election.
Listing Rule 14.4 provides that a 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.
Mr Tuckwell, who was appointed as Non-Executive Director on 22 October 2025, retires in accordance with clause 11.11 and Listing Rule 14.4, and being eligible, offers himself for election as a Director.
If Resolution 8 is passed, Chris Tuckwell will be re-elected as a Director of the Company.
If Resolution 8 is not passed, Chris Tuckwell will not be re-elected and he will retire as a Director. The Board may consider an appointment to fill a casual vacancy pursuant to the Constitution, with ratification at the Company’s next AGM.
Biography
Mr Tuckwell is an engineer with more than 40 years’ experience in mining operations, mine services and mine development. Mr Tuckwell was previously Managing Director of MACA Limited, helping to build MACA into one of Australia’s largest mine services contractors, as well as COO and Country Manager of African Mining Services (the offshore subsidiary of Ausdrill Limited, now Perenti). More recently he was responsible for the rapid development of Fenix Resources’ Iron Ridge DSO iron ore project in the Murchison region of Western Australia.
Directors’ recommendation
Mr Tuckwell has a material personal interest in the outcome of Resolution 8 and accordingly declines to make a recommendation in respect of this Resolution.
The Directors (other than Mr Tuckwell) recommend that Shareholders vote in favour of Resolution 8 to reelect Mr Tuckwell as Non-Executive Director.
for Securityholder registration.
Great Boulder Resources Limited | ABN 70 611 695 955
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you
Your proxy voting instruction must be received by 11:00am (AWST) on Sunday, 16 November 2025 , 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://investor.automic.com.au/#/loginsah 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)
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Great Boulder Resources Limited, to be held at 11:00am (AWST) on Tuesday, 18 November 2025 at Level 1, 1260 Hay Street, West Perth, Western Australia hereby:
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Appoint the Chair of the Meeting (Chair) OR 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 or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking 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 Resolutions 1 and 4 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 4 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
| AMPL STEP 2 - Your voting direction Resolutions For Against Abstain 1 Adoption of Remuneration Report 2 Re-election of Ms Melanie Leighton as a Director 3 Ratification of prior issue of Service Provider Options to Salient Corporate Pty Ltd under Listing Rule 7.1 4 Re-approval of Employee Incentive Plan and issue of Equity Securities under Employee Incentive Plan 5 Approval of Additional Placement Facility 6 Renewal of Proportional Takeover Provisions 7 Ratification of prior issue of Placement Shares under Listing Rule 7.1A 8 Election of Director – Chris Tuckwell Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. |
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| S STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: |
S STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: |
S STEP 3 – Signatures and contact details Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: |
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| By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible). |