HYTERRA LTD - Proxy Solicitation & Information Statement 2026

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HyTerra Limited Phone +61 8 6478 7730
Suite 6 [email protected]
331-335 Hay Street ACN 116 829 675
Subiaco WA 6008 hyterra.com
ASX: HYT
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5 January 2026

General Meeting of HyTerra Limited

to be held on 4 February 2026 at 10:00am (AWST)

Dear Shareholder,

You are invited to attend the General Meeting (Meeting) of HyTerra Limited (ASX: HYT) (HyTerra or Company) to be held on Wednesday, 4 February 2026 at 10:00am (AWST) at the offices of Steinepreis Paganin, Level 14, QV1, 250 St Georges Terrace, Perth WA 6000.

In accordance with the new provisions under the Corporations Act, the Company will not be dispatching hard copies of the Notice of Meeting (NOM) to shareholders unless a shareholder has requested a hard copy. Instead, the NOM can be viewed and downloaded at the Company’s website https://hyterra.com/investors/#asx-news or at the ASX market announcements page under the Company’s code “HYT”

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice. Alternatively, a complete copy of the Meeting Materials has been posted on the Company’s ASX market announcement page.

Shareholders are encouraged to vote online at https://investor.automic.com.au/#/loginsah or by returning the attached proxy form by:

Post to: Automic Group GPO Box 5193, Sydney NSW 2001

Email to: [email protected]

Your proxy voting instruction must be received by 10:00am (AWST) on 2 February 2026, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Company strongly encourages Shareholders to lodge a directed proxy form prior to the Meeting and register their attendance prior to the Meeting if they intend to attend.

The Notice of Meeting 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 NOM please contact the Company’s share registry, Automic on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).

Authorised for release by:

Arron Canicais Company Secretary HyTerra Limited

HYTERRA LTD ACN 116 829 675 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00 am (WST) DATE : 4 February 2026 PLACE : Level 14, QV1, 250 St Georges Terrace, Perth WA 6000

The business of the Meeting affects your shareholding and your vote is important.

This Notice 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.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00 pm WST on 2 February 2026.

B U S I N ES S OF TH E M EE T I N G

AGENDA

1. RESOLUTION 1 – APPROVAL TO ISSUE DIRECTOR ZEPOS – MR BENJAMIN MEE

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 10.11 and for all other purposes, approval is given for the Company to issue 14,000,000 Director ZEPOs to Benjamin Mee (or his nominee(s)), comprising:

(i) 7,000,000 Class F ZEPOs; and

(ii) 7,000,000 Class G ZEPOs,

on the terms and conditions set out in the Explanatory Statement.”

2. RESOLUTION 2 – APPROVAL TO ISSUE DIRECTOR ZEPOS – MR AVON MCINTYRE

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 10.11 and for all other purposes, approval is given for the Company to issue 14,000,000 Director ZEPOs to Avon McIntyre (or his nominee(s)), comprising:

(i) 7,000,000 Class F ZEPOs; and

(ii) 7,000,000 Class G ZEPOs,

on the terms and conditions set out in the Explanatory Statement.”

Dated: 5 January 2026

Voting Prohibition Statements

Resolution 1 – Approval to issue Director ZEPOs – Mr Benjamin Mee	Benjamin Mee (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (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.
Resolution 2 – Approval to issue Director ZEPOs – Mr Avon McIntyre	Avon McIntyre (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the securities (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.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

Resolution 1 – Approval to issue Director ZEPOs – Mr Benjamin Mee	A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.
Resolution 2 – Approval to issue Director ZEPOs – Mr Avon McIntyre	A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 1 – Approval to
issue Director ZEPOs
– Mr
Benjamin Mee

A person appointed as a proxy must not vote, on the basis of that appointment,
on this Resolution if:
(a)
the proxy is either:
(i)
a member of the Key Management Personnel; or
(ii)
a Closely Related Party of such a member; and
(b)
the appointment does not specify the way the proxy is to vote on
this Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.

Resolution 2 – Approval to
issue Director ZEPOs – Mr Avon
McIntyre

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair as proxy or attorney 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(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 the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is 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. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 6559 1792.

E X PL A N A T O R Y S T A T EM E N T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTIONS 1 AND 2 – APPROVAL TO ISSUE DIRECTOR ZEPOS

1.1 General

At the Company’s annual general meeting held on 30 May 2025 ( Previous Meeting ), Shareholders approved the issue of an aggregate of 28,000,000 ZEPOs to Benjamin Mee and Avon McIntyre ( Previous Approval ).

Due to an administrative oversight, the ZEPOs approved at the Previous Meeting were not issued within the one-month period required under the ASX Listing Rules. The oversight was identified after the Previous Approval had already lapsed. Accordingly, no securities have been issued pursuant to the Previous Approval.

The Company is therefore now seeking to rectify the oversight by obtaining fresh Shareholder approval under Listing Rule 10.11 on the same terms as previously approved. Accordingly, Resolutions 1 and 2 seek Shareholder approval for the purposes of ASX Listing Rule 10.11 to issue up to 28,000,000 ZEPOs to Benjamin Mee and Avon McIntyre on the basis set out below.

RECIPIENT	RESOLUTION	CLASS	AMOUNT
Benjamin Mee	1	F	7,000,000
		G	7,000,000
Avon McIntyre	2	F	7,000,000
		G	7,000,000

The terms and conditions of the ZEPOs are set out in Schedule 1.

The Resolutions do not introduce any new or amended incentive arrangements and, if approved, will result in the issue of ZEPOs on materially the same terms as those approved by Shareholders in May 2025.

1.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue constitutes giving a financial benefit and Benjamin Mee and Avon McIntyre are each a related party of the Company by virtue of being a Director.

The Directors (other than Benjamin Mee and Avon McIntyre who each have a material personal interest in their respective Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the agreement to issue the ZEPOs, reached as part of the remuneration packages for Benjamin Mee and Avon McIntyre is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

1.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 a related party;
10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

1.4 Technical information required by Listing Rule 14.1A

If these Resolutions are passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company’s 15% annual placement capacity. The Resolutions do not introduce any new or amended incentive arrangements and, if approved, will result in the issue of ZEPOs on materially the same terms as those approved by Shareholders in May 2025.

If these Resolutions are not passed, the Company will not be able to proceed with the issue and the Company may have to use other methods to remunerate and retain Benjamin Mee and Avon McIntyre which may not be as cost effective to the Company.

1.5 Technical Information required by Listing Rule 10.13

REQUIRED INFORMATION	DETAILS
Name of the person to whom Securities will be issued	Benjamin Mee and Avon McIntyre
Categorisation under Listing Rule 10.11	The recipients fall within the category set out in Listing Rule 10.11.1 as they are each a related party of the Company by virtue of being a Director. Any nominee(s) of the recipients who receive ZEPOs may constitute ‘associates’ for the purposes of Listing Rule 10.11.4.
Number of Securities and class to be issued	28,000,000 ZEPOs as set out in Section 1.1.
Terms of Securities	The ZEPOs will be issued on the terms and conditions set out in Schedule 1.

REQUIRED INFORMATION	DETAILS
Date(s) on or by which the Securities will be issued	The Company expects to issue the ZEPOs within 5 Business Days of the Meeting. In any event, the Company will not issue any ZEPOs later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
Price or other consideration the Company will receive for the Securities	The ZEPOs will be issued at a nil issue price.
Purpose of the issue, including the intended use of any funds raised by the issue	The purpose of the issue is to provide a performance linked incentive component in the remuneration packages for Benjamin Mee and Avon McIntyre to motivate and reward their performance as a Director and to provide cost effective remuneration to Benjamin Mee and Avon McIntyre, enabling the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to Benjamin Mee and Avon McIntyre.
Remuneration package	Benjamin Mee The current total remuneration package for Benjamin Mee is $435,832, comprising of directors’ fees/salary of $302,499, and share-based payments of $133,333. If the ZEPOs are issued, the total remuneration package of Benjamin Mee will increase by $176,781 to $612,613, being the value of the Securities (based on the Monte Carlo methodology). Avon McIntyre The current total remuneration package for Avon McIntyre is $422,918, comprising of directors’ fees/salary of $246,637, a superannuation payment of $29,596 and share-based payments of $146,685. If the Securities are issued, the total remuneration package of Avon McIntyre will increase by $176,780.74 to $599,698.74, being the value of the Securities (based on the Monte Carlo methodology).
Summary of material terms of agreement to issue	The ZEPOs are not being issued under any agreement.
Voting exclusion statement	A voting exclusion statement applies to these Resolutions.
Voting prohibition statement	A voting prohibition statement applies to these Resolutions.

G L O S S AR Y

$ means Australian dollars.

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.

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 HyTerra Ltd (ACN 116 829 675).

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.

Meeting means the meeting convened by the Notice.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice.

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.

Security means a Share or Option.

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.

ZEPO means a zero exercise price Option.

S C H E DU L E 1 – TE R MS A N D C O N D IT I O N S O F Z E P O S

(a) Entitlement

Each ZEPO entitles the holder to subscribe for one Share upon exercise of the ZEPO.

(b) Exercise Price

No consideration is payable upon the exercise of each ZEPO.

(c) Milestones

Subject to the Company complying with the ASX Listing Rules and the Corporations Act, and paragraph (g), the ZEPOs shall be subject to the following Vesting Conditions and shall have the following Expiry Dates :

CLASS OF ZEPOS	NUMBER OF ZEPOS TO BE ISSUED UNDER RESOLUTIONS 1 AND 2	VESTING CONDITIONS	EXPIRY DATE
Class F	14,000,000	The Class F ZEPOs will vest on 30 May 2027 provided: (i) the holder remains employed by the Company as at the date of vesting; and (ii) prior to this date, the Shares achieve a 30- day volume weighted average share price (VWAP) of at least $0.105 (10.5 cents) on or before the date of the Company’s Annual General Meeting that considers the Company’s financial statements for the financial year ended 31 December 2026.	30 May 2028
Class G	14,000,000	The Class G ZEPOs will vest on 30 May 2027 provided: (i) the holder remains employed by the Company as at the date of vesting; and (ii) for any one of the exploration drilling locations announced by the Company in 2025, on or before the date of the Company’s 2026 AGM a Prospective Resource becomes classified as a Contingent Resource certified by a qualified independent party for a hydrogen Discovery with gas composition of each Discovery averaging (a) greater than 30% hydrogen + helium by volume in aggregate; and (b) less than 10% methane + CO2 by volume in aggregate.	30 May 2028

(d) Exercise Period

Upon satisfaction of the Vesting Conditions, or upon the occurrence of a Change of Control Event (see paragraph (f)), the ZEPOs are exercisable at any time on or prior to the Expiry Date ( Exercise Period ). A ZEPO not exercised before its respective Expiry Date will automatically lapse on the Expiry Date.

(e) Notice of Exercise

The ZEPOs may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the ZEPO certificate ( Notice of Exercise ).

(f) Exercise Date

A Notice of Exercise is only effective on and from the date of receipt of the Notice of Exercise ( Exercise Date ).

(g) Change of control

If a Change of Control Event (as that term is defined below) occurs, unvested ZEPOs will automatically vest.

For the purposes of this Schedule, the following are Change of Control Events :

(i) where members of the Company approve any compromise or arrangement for the purpose of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other body corporate or bodies corporate (other than a scheme that does not involve a change in the ultimate beneficial ownership of the Company), which will, upon becoming effective, result in any person (either alone or together with its associates) owning more than 50% or in the case of Fortescue Ltd (ASX:FMG) or any of its Associates owning 75%, of the Company’s issued capital ( Issued Capital );
(ii) where a person becomes the legal or the beneficial owner of, or has a Relevant Interest (as that term has the meaning given in sections 608 and 609 of the Corporations Act) in, more than 50% or in the case of Fortescue Ltd (ASX:FMG) or any of its Associates owning 75%, of the Company’s Issued Capital;
(iii) where a person becomes entitled to acquire, hold or has an equitable interest in more than 50% or in the case of Fortescue Ltd (ASX:FMG) or any of its Associates owning 75%, of the Company’s Issued Capital;
(iv) where a takeover bid is made to acquire more than 50% or in the case of Fortescue Ltd (ASX:FMG) or any of its Associates owning 75%, of the Company’s Issued Capital (or such lesser number of Shares that when combined with the Shares that the bidder (together with its Associates) already owns will amount to more than these amounts and the takeover bid becomes unconditional and the bidder (together with its associates) has a Relevant Interest (as that term has the meaning given in sections 608 and 609 of the Corporations Act) in more than 50% or in the case of Fortescue Ltd (ASX:FMG) or any of its Associates owning 75%, of the Company’s Issued Capital; and
(v) the Company sells, transfers or otherwise disposes of all or substantially all of its assets,

but, for the avoidance of doubt, does not include any internal reorganisation of the structure, business and/or assets of the Company’s corporate group.

(h) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of ZEPOs specified in the Notice of Exercise;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act , or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act

2974-08/3877880_4

to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the ZEPOs.

If a notice delivered under (h)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(i) Shares issued on exercise

Shares issued on exercise of the ZEPOs rank equally with the then issued shares of the Company.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the ZEPOs and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the ZEPOs without exercising the ZEPOs.

(l)

Change in exercise price

A ZEPO does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the ZEPO can be exercised.

(m) Transferability

The ZEPOs are not transferable.

2974-08/3877880_4

for Securityholder registration.

Hyterra Ltd | ABN 68 116 829 675

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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 10:00am (AWST) on Monday, 02 February 2026 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

YOUR NAME AND ADDRESS

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

STEP 1 - APPOINT A PROXY

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

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

STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY

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

SIGNING INSTRUCTIONS

Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

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

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

CORPORATE REPRESENTATIVES

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

Lodging your Proxy Voting Form:

Online

Use your computer or smartphone to appoint a proxy at https://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 General Meeting of Hyterra Ltd, to be held at 10:00am (AWST) on Wednesday, 04 February 2026 at Level 14, QV1, 250 St Georges Terrace, Perth WA 6000 hereby:

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

Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 2 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 2 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

P Resolutions For Against Abstain 1 APPROVAL TO ISSUE DIRECTOR ZEPOS – MR BENJAMIN MEE 2 APPROVAL TO ISSUE DIRECTOR ZEPOS – MR AVON MCINTYRE Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll.

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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:
Contact Daytime Telephone
Date (DD/MM/YY)
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By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).