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IONDRIVE LIMITED — Proxy Solicitation & Information Statement 2025
Dec 21, 2025
65132_rns_2025-12-21_d0f00d34-1dac-4896-88bd-97cce1be53df.pdf
Proxy Solicitation & Information Statement
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Iondrive Limited | ABN 30 107 424 519
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22 December 2025
General Meeting To be held on 22[nd] January 2026 at 12:00pm/Midday (AEDT)
Dear Shareholder
Iondrive Limited (ACN 107 424 519) (the “Company”) is convening a General Meeting (the “Meeting”) of shareholders to be held at Mills Oakley, Level 6, 530 Collins Street, Melbourne, Victoria at 12:00pm/Midday Australian Eastern Daylight Time (AEDT) on 22[nd] January 2026.
The Company will not be dispatching physical copies of the Notice of Meeting, unless explicitly requested by Shareholders. Instead, a copy of the Notice of Meeting is available at the Company’s website at: - https://iondrive.com.au/investors/asx announcements/ and at the Company’s Announcements Platform at:
https://www.asx.com.au/markets/trade-our-cash-market/historical-announcements (ASX code: ION).
If you have elected to receive notices by email, the Company will provide a link via email to where the notice and other materials can be viewed or downloaded. If you have not elected to receive notices by email, a copy of your proxy form will be enclosed, for your convenience.
To vote by proxy, please use one of the following methods:
Online: Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.
For further information on the online proxy lodgment process please see the Online Proxy Lodgment Guide at https://www.automicgroup.com.au/virtual-agms/
By post: Automic, GPO Box 5193, Sydney NSW 2001
By hand: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
Your Proxy instruction must be received not later than Midday on 20[th] January 2026, being 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.
The Notice of Meeting (including the accompanying Explanatory Memorandum) sets out important details regarding the resolutions that will be put to Shareholders at the General Meeting. The Board recommends that you read all of that document carefully prior to voting.
Yours sincerely
Ray Ridge Company Secretary
E: [email protected] P: 08 8368 8888 W: Iondrive.com.au Facsimile: 08 8330 6129
16 Anster Street Adelaide SA 5000
PO Box 255 Kent Town SA 5071
IONDRIVE LIMITED ACN 107 424 519 NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a General Meeting of
Iondrive Limited
will be held at the offices of Mills Oakley Lawyers Level 6, 530 Collins Street, Melbourne VIC 3000 on 22 January 2026 at 12.00pm / Midday (AEDT)
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Notice of General Meeting
Iondrive Limited ( Iondrive or Company ) will hold a General Meeting at the offices of Mills Oakley Level 6, 530 Collins Street, Melbourne, Victoria on 22 January 2026 at 12:00pm / Midday (AEDT) for the purposes of transacting the business set out in this Notice. The voting and participation information and the explanatory notes form part of this Notice.
Items of business
1. Ratification of past issue of tranche 1 placement shares
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That the issue of 77,500,000 shares on 1 December 2025 is approved under and for the purposes of Listing Rule 7.4 and for all other purposes.”
2. Approval for proposed issue of shares to Strata Investment Holdings Plc
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That, the issue of 11,363,636 shares to Strata Investment Holdings Plc is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”
3. Approval for proposed issue of shares to a director, Michael McNeilly
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That the issue of 568,181 shares to Michael McNeilly (or nominee) is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”
4. Approval for proposed issue of shares to a director, John Hamilton
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That the issue of 454,545 shares to John Hamilton (or nominee) is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”
5. Approval for proposed issue of shares to a director, Adam Slater
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That the issue of 568,181 shares to Adam Slater (or nominee) is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”
6. Approval for proposed issue of shares to a director, Andrew Sissian
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That the issue of 227,272 shares to Andrew Sissian (or nominee) is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”
7. Approval for proposed issue of shares to a director, Hugo Schumann
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That the issue of 227,272 shares to Hugo Schumann (or nominee) is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”
pg 2
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8. Approval for proposed issue of options to a director, Mr McNeilly
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That the issue of 8,000,000 options to Mr McNeilly or nominees, as described in the explanatory notes, is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”
9. Approval for proposed issue of options to a director, Adam Slater
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That the issue of 6,000,000 options to Adam Slater (or nominee), as described in the explanatory notes, is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”
10. Approval for proposed issue of options to a director, Andrew Sissian
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That the issue of 6,000,000 options to Andrew Sissian (or nominee), as described in the explanatory notes, is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”
11. Approval for proposed issue of options to a director, Hugo Schumann
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That the issue of 6,000,000 options to Hugo Schumann (or nominee), as described in the explanatory notes, is approved under and for the purposes of Listing Rule 10.11 and for all other purposes.”
Voting entitlement
The Company’s board has determined, in accordance with the Company’s Constitution and the Corporations Regulations, that a person’s entitlement to vote at the General Meeting will be taken to be the entitlement of that person shown in the Register of Members at 12.00pm / Midday (AEDT) on 20 January 2026.
The Chair intends to vote all undirected proxies in favour of each resolution.
The Chair will call for a poll on all resolutions.
The voting and participation information and explanatory notes form part of this Notice of Meeting.
Dated 22 December 2025
By order of the Board
Ray Ridge
Company Secretary
pg 3
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Voting and participation
Shareholders who are entitled to vote
The Company’s directors have determined that the shareholding of each member for the purposes of ascertaining their voting entitlements at the General Meeting will be as it appears in the share register at 12:00pm / Midday (AEDT) on 20 January 2026. Accordingly, those persons are entitled to attend and vote at the General Meeting.
Voting Restrictions
In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolutions set out below by or on behalf of the following persons:
-
Resolution 1: a person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons;
-
Resolutions 2 to 11 inclusive: a person who is to receive the securities in question 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 shares in the Company) or an associate of that person or those persons;
However, this does not apply to a vote cast in favour of those resolutions 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;
-
the chairman of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chairman to vote on the resolution as the chairman decides; or
-
a shareholder 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 shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
-
the shareholder votes on the resolution in accordance with directions given by the beneficiary to the shareholder to vote in that way.
Proxies
A shareholder entitled to attend and vote at the meeting has the right to appoint a proxy, who need not be a shareholder of the Company. If a shareholder is entitled to cast two or more votes, they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise.
To vote by proxy, please use one of the following methods:
Online: Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form.
For further information on the online proxy lodgment process please see the Online Proxy Lodgment Guide at https://www.automicgroup.com.au/virtual-agms/
By post: Automic, GPO Box 5193, Sydney NSW 2001
By hand: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.
pg 4
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Corporate Representative
A corporation that is a shareholder or a proxy may elect to appoint a person to act as its corporate representative at the meeting, in which case the corporate shareholder or proxy (as applicable) must provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that shareholder’s or proxy’s (as applicable) corporate representative. The authority must be sent to the Company’s share registry, Automic, in advance of the meeting or handed in at the meeting when registering as a corporate representative.
Impact of your proxy appointment on your voting instructions
If you appoint the Chair as your proxy and do not direct them how to vote, you are authorising the Chair to cast your undirected vote on all proposed resolutions.
The Chair intends to vote all undirected proxies in favour of each resolution.
pg 5
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Explanatory notes
Resolution 1: Ratification of past issue of tranche 1 placement shares
On or around 1 December 2025 (Past Issue Date) , the Company issued 77,500,000 fully paid ordinary shares to the subscribers identified in this explanatory statement (Past Issue) .
The 77,500,000 fully paid ordinary shares were issued using the Company’s 15% capacity under Listing Rule 7.1.
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount 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 securities it had on issue at the start of that period.
The Past Issue does not fit within any of the exceptions under Listing Rule 7.1 and, as it has not been approved by the Company's shareholders, it therefore utilises the limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without shareholder approval under Listing Rules 7.1 for the 12-month period following the issue date.
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is considered to have been approved under Listing Rule 7.1 and thus does not reduce the Company's capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.
To this end, Resolution 1 seeks shareholder approval for the Past Issue under and for the purposes of Listing Rule 7.4.
If Resolution 1 is passed, the Past Issue will be excluded in calculating the Company's 15% limit under Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without shareholder approval over the 12-month period following the Past Issue Date.
If Resolution 1 is not passed, the Past Issue will be included in calculating the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without shareholder approval over the 12-month period following the Past Issue Date.
Information required under Listing Rule 7.5 in relation to Resolution 1
The following information in relation to the Past Issue is provided under Listing Rule 7.5.
| 1. The names of the persons to whom the Company issued the shares |
Clients of Taylor Collison Limited. None of the investors were: • a related party of the Company; • a member of the Company’s key management personnel; • a substantial holder of the Company’ • an adviser to the Company; or • an associate of any of the above, where they were issued more than 1% of the Company’s issued capital at that time. |
|---|---|
| 2. The number and class of shares the Company issued |
77,500,000 fully paid ordinary shares. |
| 3. If the securities are not fully paid ordinary shares, a summary of the material terms of the securities |
The securities are fully paid ordinary shares. |
| 4. The date on which the shares were issued | The shares were issued on 1 December 2025. |
pg 6
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| 5. The price the Company received for the issue |
$0.044 (4.4 cents) per share. |
|---|---|
| 6. The purpose of the issue, including the intended use of the funds raised by the issue |
Funds raised by the issue are being used to fund IONSolv™ Commercialisation activities, with a focus on e-waste recycling in the US, including a US based e-waste recycling plant and executive resource. |
| 7. If the securities were issued under an agreement, a summary of any other material terms of the agreement |
The shares were issued pursuant to a share subscription agreement which is standard for agreements of its type. |
| 8. Voting exclusion statement | A voting exclusion statement is included in the voting and participation section of the Notice. |
Directors’ recommendation
The directors unanimously recommend you vote in favour of this resolution.
Resolutions 2 to 11: Approval to issue of securities to persons in a position of influence
The Company is proposing to issue:
-
shares to Strata Investment Holdings Plc (Strata Investment Holdings Issue)
-
shares to Michael McNeilly, John Hamilton, Adam Slater, Andrew Sissian and Hugo Schumann, who are directors of the Company ( Director Issue ); and
-
unlisted options to Michael McNeilly, Adam Slater, Andrew Sissian and Hugo Schumann, who are directors of the Company ( Director Options )
The Strata Investment Holdings Issue, Director Issue and Director Options are subject to shareholder approval as summarised below.
Strata Investment Holdings, Michael McNeilly, John Hamilton, Adam Slater, Andrew Sissian and Hugo Schumann are persons considered under the ASX Listing Rules to be in a position of influence in relation to the Company.
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 Strata Investment Holdings Issue, the Director Issue and the Director Options fall within Listing Rules 10.11.1 to 10.11.5 as specified below and do not fall within any of the exceptions in Listing Rule 10.12. They therefore require the approval of shareholders under Listing Rule 10.11.
Resolutions 2 to 11 seek the required shareholder approval to the Strata Investment Holdings Issue, the Director Issues and the Director Options under and for the purposes of Listing Rule 10.11. Resolutions 2 to 11 inclusive, will be considered and voted upon separately.
pg 7
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The securities held before and after the Director Issue and Director Options are further detailed in Annexure A.
If resolution 2 is passed, the Company will be able to proceed with the Strata Investment Holdings Issue and achieve the purposes of the Strata Investment Holdings Issue outlined below. In addition, further shareholder approval is not required under ASX Listing Rule 7.1, and the securities issued pursuant to resolution 2 will not be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1.
If resolution 2 is not passed, the Company will not be able to proceed with the Strata Investment Holdings Issues and will not achieve the purposes of the Strata Investment Holdings Issue outlined below.
If resolution 3 is passed, the Company will be able to proceed with the issue of shares to Mr McNeilly and achieve the purposes of the issue of shares to Mr McNeilly outlined below. In addition, further shareholder approval is not required under ASX Listing Rule 7.1, and the shares issued pursuant to resolution 3 will not be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1.
If resolution 3 is not passed, the Company will not be able to proceed with the issue of shares to Mr McNeilly and will not achieve the purposes of the issue of shares to Mr McNeilly outlined below.
If resolution 4 is passed, the Company will be able to proceed with the issue of shares to Dr Hamilton and achieve the purposes of the issue of shares to Dr Hamilton outlined below. In addition, further shareholder approval is not required under ASX Listing Rule 7.1, and the securities issued pursuant to resolution 4 will not be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1.
If resolution 4 is not passed, the Company will not be able to proceed with the issue of shares to Dr Hamilton and will not achieve the purposes of the issue of shares to Dr Hamilton outlined below.
If resolution 5 is passed, the Company will be able to proceed with the issue of shares to Mr Slater and achieve the purposes of the issue of shares to Mr Slater outlined below. In addition, further shareholder approval is not required under ASX Listing Rule 7.1, and the shares issued pursuant to resolution 5 will not be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1.
If resolution 5 is not passed, the Company will not be able to proceed with the issue of shares to Mr Slater and will not achieve the purposes of the issue of shares to Mr Slater outlined below.
If resolution 6 is passed, the Company will be able to proceed with the issue of shares to Mr Sissian and achieve the purposes of the issue of shares to Mr Sissian outlined below. In addition, further shareholder approval is not required under ASX Listing Rule 7.1, and the shares issued pursuant to resolution 6 will not be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1.
If resolution 6 is not passed, the Company will not be able to proceed with the issue of shares to Mr Sissian and will not achieve the purposes of the issue of shares to Mr Sissian outlined below.
If resolution 7 is passed, the Company will be able to proceed with the issue of shares to Mr Schumann and achieve the purposes of the issue of shares to Mr Schumann outlined below. In addition, further shareholder approval is not required under ASX Listing Rule 7.1, and the shares issued pursuant to resolution 7 will not be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1.
If resolution 7 is not passed, the Company will not be able to proceed with the issue of shares to Mr Schumann and will not achieve the purposes of the issue of shares to Mr Schumann outlined below.
If resolution 8 is passed, the Company will be able to proceed with the issue of options to Mr McNeilly and achieve the purposes of the issue of options to Mr McNeilly outlined below. In addition, further shareholder approval is not required under ASX Listing Rule 7.1, and the options issued pursuant to resolution 8 will not be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1.
If resolution 8 is not passed, the Company will not be able to proceed with the issue of options to Mr McNeilly and will not achieve the purposes of the issue of options to Mr McNeilly outlined below.
If resolution 9 is passed, the Company will be able to proceed with the issue of options to Mr Slater and achieve the purposes of the issue of options to Mr Slater outlined below. In addition, further shareholder approval is not required under ASX Listing Rule 7.1, and the options issued pursuant to resolution 9 will not be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1.
If resolution 9 is not passed, the Company will not be able to proceed with the issue of options to Mr Slater and will not achieve the purposes of the issue of options to Mr Slater outlined below.
pg 8
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If resolution 10 is passed, the Company will be able to proceed with the issue of options to Mr Sissian and achieve the purposes of the issue of options to Mr Sissian outlined below. In addition, further shareholder approval is not required under ASX Listing Rule 7.1, and the options issued pursuant to resolution 10 will not be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1.
If resolution 10 is not passed, the Company will not be able to proceed with the issue of options to Mr Sissian and will not achieve the purposes of the issue of options to Mr Sissian outlined below.
If resolution 11 is passed, the Company will be able to proceed with the issue of options to Mr Schumann and achieve the purposes of the issue of options to Mr Schumann outlined below. In addition, further shareholder approval is not required under ASX Listing Rule 7.1, and the options issued pursuant to resolution 11 will not be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1.
If resolution 11 is not passed, the Company will not be able to proceed with the issue of options to Mr Schumann and will not achieve the purposes of the issue of options to Mr Schumann outlined below.
Information required under Listing Rule 10.13 in relation to resolution 2
The following information in relation to the Strata Investment Holdings Issue is provided under Listing Rule 10.13.
| 10.13. | |
|---|---|
| 1. The name of the person | Strata Investment Holdings Plc |
| 2. Which category in rules 10.11.1 – 10.11.5 the person or entity falls within and why |
Strata Investment Holdings Plc falls under ASX Listing Rule 10.11.3 as 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. |
| 3. The number and class of securities to be issued to the person |
11,363,636 fully paid ordinary shares. |
| 4. If the securities are not fully paid ordinary shares, a summary of the material terms of the securities |
The securities are fully paid ordinary shares. |
| 5. The date or dates on or by which the Company will issue the securities |
The securities will be issued no later than 1 month after the date of the meeting to which this Notice relates. |
| 6. The price or other consideration the Company will receive for the securities |
$0.044 (4.4 cents) per share. |
| 7. The purpose of the issue, including the intended use of any funds raised by the issue |
Funds raised by the issue are being used to fund IONSolv™ Commercialisation activities, with a focus on e-waste recycling in the US, including a US based e-waste recycling plant and executive resource. |
| 8. If the person is: • a director and therefore a related party under rule 10.11.1; or • an associate of, or person connected with, a director under rules 10.11.4 or 1.14.5, and the issue is intended to remunerate or incentivise the director details (including the |
Not applicable. |
pg 9
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| amount) of the director’s current total remuneration package. |
|
|---|---|
| 9. If the securities were issued under an agreement, a summary of any other material terms of the agreement |
The shares will be issued pursuant to a subscription agreement, material terms being the issue of 11,363,636 ordinary shares by the Company for consideration of $500,000 payable in cash, subject to shareholder approval. All other terms are standard for agreements of this type. |
| 10. A voting exclusions statement | A voting exclusion statement is included in the voting and participation section of the Notice. |
Directors’ recommendation
The directors unanimously recommend you vote in favour of this resolution.
Information required under Listing Rule 10.13 in relation to resolution 3
The following information in relation to the Director Issue is provided under Listing Rule 10.13.
| 1. The name of the person | Michael McNeilly (or nominee) |
|---|---|
| 2. Which category in rules 10.11.1 – 10.11.5 the person or entity falls within and why |
Mr McNeilly falls under ASX Listing Rule 10.11.1 as a related party because he is a director of the Company. Therefore, a nominee of Mr McNeilly would fall under ASX Listing Rule 10.11.4. |
| 3. The number and class of securities to be issued to the person |
568,181 fully paid ordinary shares. |
| 4. If the securities are not fully paid ordinary shares, a summary of the material terms of the securities |
The securities are fully paid ordinary shares. |
| 5. The date or dates on or by which the Company will issue the securities |
The securities will be issued no later than 1 month after the date of the meeting to which this Notice relates. |
| 6. The price or other consideration the Company will receive for the securities |
$0.044 (4.4 cents) per share. |
| 7. The purpose of the issue, including the intended use of any funds raised by the issue |
Funds raised by the issue are being used to fund IONSolv™ Commercialisation activities, with a focus on e-waste recycling in the US, including a US based e-waste recycling plant and executive resource. |
| 8. If the person is: • a director and therefore a related party under rule 10.11.1; or • an associate of, or person connected with, a director under rules 10.11.4 or 1.14.5, and the issue is intended to remunerate or incentivise the director details (including the |
Not applicable. |
pg 10
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| amount) of the director’s current total remuneration package. |
|
|---|---|
| 9. If the securities were issued under an agreement, a summary of any other material terms of the agreement |
The shares will be issued pursuant to a subscription agreement, material terms being the issue of 568,181 ordinary shares by the Company for consideration of $25,000 payable in cash, subject to shareholder approval. All other terms are standard for agreements of this type. |
| 10. A voting exclusions statement | A voting exclusion statement is included in the voting and participation section of the Notice. |
Directors’ recommendation
The directors (apart from Mr McNeilly who does not make any recommendation) unanimously recommend you vote in favour of this resolution.
Information required under Listing Rule 10.13 in relation to resolution 4
The following information in relation to the Director Issue is provided under Listing Rule 10.13.
| 1. The name of the person | Dr John Hamilton (or nominee) |
|---|---|
| 2. Which category in rules 10.11.1 – 10.11.5 the person or entity falls within and why |
Dr Hamilton falls under ASX Listing Rule 10.11.1 as a related party because he is a director of the Company. Therefore, a nominee of Dr Hamilton would fall under ASX Listing Rule 10.11.4. |
| 3. The number and class of securities to be issued to the person |
454,545 fully paid ordinary shares. |
| 4. If the securities are not fully paid ordinary shares, a summary of the material terms of the securities |
The securities are fully paid ordinary shares. |
| 5. The date or dates on or by which the Company will issue the securities |
The securities will be issued no later than 1 month after the date of the meeting to which this Notice relates. |
| 6. The price or other consideration the Company will receive for the securities |
$0.044 (4.4 cents) per share. |
| 7. The purpose of the issue, including the intended use of any funds raised by the issue |
Funds raised by the issue are being used to fund IONSolv™ Commercialisation activities, with a focus on e-waste recycling in the US, including a US based e-waste recycling plant and executive resource. |
| 8. If the person is: • a director and therefore a related party under rule 10.11.1; or • an associate of, or person connected with, a director under rules 10.11.4 or 1.14.5, |
Not applicable. |
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| and the issue is intended to remunerate or incentivise the director details (including the amount) of the director’s current total remuneration package. |
|
|---|---|
| 9. If the securities were issued under an agreement, a summary of any other material terms of the agreement |
The shares will be issued pursuant to a subscription agreement, material terms being the issue of 454,545 ordinary shares by the Company for consideration of $20,000 payable in cash, subject to shareholder approval. All other terms are standard for agreements of this type. |
| 10. A voting exclusions statement | A voting exclusion statement is included in the voting and participation section of the Notice. |
Directors’ recommendation
The directors (apart from Dr Hamilton who does not make any recommendation) unanimously recommend you vote in favour of this resolution.
Information required under Listing Rule 10.13 in relation to resolution 5
The following information in relation to the Director Issue is provided under Listing Rule 10.13.
| 1. The name of the person | Adam Slater (or nominee) |
|---|---|
| 2. Which category in rules 10.11.1 – 10.11.5 the person or entity falls within and why |
Mr Slater falls under ASX Listing Rule 10.11.1 as a related party because he is a director of the Company. Therefore, a nominee of Mr Slater would fall under ASX Listing Rule 10.11.4. |
| 3. The number and class of securities to be issued to the person |
568,181 fully paid ordinary shares. |
| 4. If the securities are not fully paid ordinary shares, a summary of the material terms of the securities |
The securities are fully paid ordinary shares. |
| 5. The date or dates on or by which the Company will issue the securities |
The securities will be issued no later than 1 month after the date of the meeting to which this Notice relates. |
| 6. The price or other consideration the Company will receive for the securities |
$0.044 (4.4 cents) per share. |
| 7. The purpose of the issue, including the intended use of any funds raised by the issue |
Funds raised by the issue are being used to fund IONSolv™ Commercialisation activities, with a focus on e-waste recycling in the US, including a US based e-waste recycling plant and executive resource. |
| 8. If the person is: • a director and therefore a related party under rule 10.11.1; or |
Not applicable. |
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| • an associate of, or person connected with, a director under rules 10.11.4 or 1.14.5, and the issue is intended to remunerate or incentivise the director details (including the amount) of the director’s current total remuneration package. |
|
|---|---|
| 9. If the securities were issued under an agreement, a summary of any other material terms of the agreement |
The shares will be issued pursuant to a subscription agreement, material terms being the issue of 568,181 ordinary shares by the Company for consideration of $25,000 payable in cash, subject to shareholder approval. All other terms are standard for agreements of this type. |
| 10. A voting exclusions statement | A voting exclusion statement is included in the voting and participation section of the Notice. |
Directors’ recommendation
The directors (apart from Mr Slater who does not make any recommendation) unanimously recommend you vote in favour of this resolution
Information required under Listing Rule 10.13 in relation to resolution 6
The following information in relation to the Director Issue is provided under Listing Rule 10.13.
| 1. The name of the person | Andrew Sissian (or nominee) |
|---|---|
| 2. Which category in rules 10.11.1 – 10.11.5 the person or entity falls within and why |
Mr Sissian falls under ASX Listing Rule 10.11.1 as a related party because he is a director of the Company. Therefore, a nominee of Mr Sissian would fall under ASX Listing Rule 10.11.4. |
| 3. The number and class of securities to be issued to the person |
227,272 fully paid ordinary shares. |
| 4. If the securities are not fully paid ordinary shares, a summary of the material terms of the securities |
The securities are fully paid ordinary shares. |
| 5. The date or dates on or by which the Company will issue the securities |
The securities will be issued no later than 1 month after the date of the meeting to which this Notice relates. |
| 6. The price or other consideration the Company will receive for the securities |
$0.044 (4.4 cents) per share. |
| 7. The purpose of the issue, including the intended use of any funds raised by the issue |
Funds raised by the issue are being used to fund IONSolv™ Commercialisation activities, with a focus on e-waste recycling in the US, including a US based e-waste recycling plant and executive resource. |
| 8. If the person is: | Not applicable. |
pg 13
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| • a director and therefore a related party under rule 10.11.1; or • an associate of, or person connected with, a director under rules 10.11.4 or 1.14.5, and the issue is intended to remunerate or incentivise the director details (including the amount) of the director’s current total remuneration package. |
|
|---|---|
| 9. If the securities were issued under an agreement, a summary of any other material terms of the agreement |
The shares will be issued pursuant to a subscription agreement, material terms being the issue of 227,272 ordinary shares by the Company for consideration of $10,000 payable in cash, subject to shareholder approval. All other terms are standard for agreements of this type. |
| 10. A voting exclusions statement | A voting exclusion statement is included in the voting and participation section of the Notice. |
Directors’ recommendation
The directors (apart from Mr Sissian who does not make any recommendation) unanimously recommend you vote in favour of this resolution
Information required under Listing Rule 10.13 in relation to resolution 7
The following information in relation to the Director Issue is provided under Listing Rule 10.13.
| 1. The name of the person | Hugo Schumann (or nominee) |
|---|---|
| 2. Which category in rules 10.11.1 – 10.11.5 the person or entity falls within and why |
Mr Schumann falls under ASX Listing Rule 10.11.1 as a related party because he is a director of the Company. Therefore, a nominee of Mr Schumann would fall under ASX Listing Rule 10.11.4. |
| 3. The number and class of securities to be issued to the person |
227,272 fully paid ordinary shares. |
| 4. If the securities are not fully paid ordinary shares, a summary of the material terms of the securities |
The securities are fully paid ordinary shares. |
| 5. The date or dates on or by which the Company will issue the securities |
The securities will be issued no later than 1 month after the date of the meeting to which this Notice relates. |
| 6. The price or other consideration the Company will receive for the securities |
$0.044 (4.4 cents) per share. |
| 7. The purpose of the issue, including the intended use of any funds raised by the issue |
Funds raised by the issue are being used to fund IONSolv™ Commercialisation activities, with a focus on e-waste recycling in the US, including a US based e-waste recycling plant and executive resource. |
pg 14
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| 8. If the person is: • a director and therefore a related party under rule 10.11.1; or • an associate of, or person connected with, a director under rules 10.11.4 or 1.14.5, and the issue is intended to remunerate or incentivise the director details (including the amount) of the director’s current total remuneration package. |
Not applicable. |
|---|---|
| 9. If the securities were issued under an agreement, a summary of any other material terms of the agreement |
The shares will be issued pursuant to a subscription agreement, material terms being the issue of 227,272 ordinary shares by the Company for consideration of $10,000 payable in cash, subject to shareholder approval. All other terms are standard for agreements of this type. |
| 10. A voting exclusions statement | A voting exclusion statement is included in the voting and participation section of the Notice. |
Directors’ recommendation
The directors (apart from Mr Schumann who does not make any recommendation) unanimously recommend you vote in favour of this resolution.
Information required under Listing Rule 10.13 in relation to resolution 8
The following information in relation to the Director Options is provided under Listing Rule 10.13.
| 1. The name of the person | Michael McNeilly (or nominee) |
|---|---|
| 2. Which category in rules 10.11.1 – 10.11.5 the person or entity falls within and why |
Mr McNeilly falls under ASX Listing Rule 10.11.1 as a related party because he is a director of the Company. Therefore, a nominee of Mr McNeilly would fall under ASX Listing Rule 10.11.4. |
| 3. The number and class of securities to be issued to the person |
8,000,000 unlisted options. |
| 4. If the securities are not fully paid ordinary shares, a summary of the material terms of the securities |
The options vest immediately and may be exercised at a price of $0.067 per share and will lapse four years from the issue date. Other terms and conditions of the options are set out in Annexure B. Once exercised, the resultant shares will be fully paid and will rank equally in all respects with existing shares in the Company. |
| 5. The date or dates on or by which the Company will issue the securities |
The securities will be issued no later than 1 month after the date of the meeting to which this Notice relates. |
| 6. The price or other consideration the Company will receive for the securities |
The options are issued for nil consideration. In the event of the exercise of the options, funds raised will |
pg 15
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| be used to augment the working capital of the Company. |
|
|---|---|
| 7. The purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the proposed granting of the options is to incentivise and retain a director with the right skills and experience, and to align the Director’s interests with shareholders’ interests. |
| 8. If the person is: • a director and therefore a related party under rule 10.11.1; or • an associate of, or person connected with, a director under rules 10.11.4 or 1.14.5, and the issue is intended to remunerate or incentivise the director details (including the amount) of the director’s current total remuneration package. |
The director’s current total remuneration package is comprised of an annual director’s fee of $96,000. |
| 9. If the securities were issued under an agreement, a summary of any other material terms of the agreement |
The options are issued on terms that are typical for agreements of its type. The material terms of the options are summarised in Annexure B. |
| 10. A voting exclusions statement | A voting exclusion statement is included in the voting and participation section of the Notice. |
Directors’ recommendation
The directors (apart from Mr McNeilly who does not make any recommendation) unanimously recommend you vote in favour of this resolution.
Information required under Listing Rule 10.13 in relation to resolution 9
The following information in relation to the Director Options is provided under Listing Rule 10.13.
| 1. The name of the person | Adam Slater (or nominee) |
|---|---|
| 2. Which category in rules 10.11.1 – 10.11.5 the person or entity falls within and why |
Mr Slater falls under ASX Listing Rule 10.11.1 as a related party because he is a director of the Company. Therefore, a nominee of Mr Slater would fall under ASX Listing Rule 10.11.4. |
| 3. The number and class of securities to be issued to the person |
6,000,000 unlisted options. |
| 4. If the securities are not fully paid ordinary shares, a summary of the material terms of the securities |
The options vest immediately and may be exercised at a price of $0.067 per share and will lapse four years from the issue date. Other terms and conditions of the options are set out in Annexure B. Once exercised, the resultant shares will be fully paid and will rank equally in all respects with existing shares in the Company. |
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| 5. The date or dates on or by which the Company will issue the securities |
The securities will be issued no later than 1 month after the date of the meeting to which this Notice relates. |
|---|---|
| 6. The price or other consideration the Company will receive for the securities |
The options are issued for nil consideration. In the event of the exercise of the options, funds raised will be used to augment the working capital of the Company. |
| 7. The purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the proposed granting of the options is to incentivise and retain a director with the right skills and experience, and to align the Director’s interests with shareholders’ interests. |
| 8. If the person is: • a director and therefore a related party under rule 10.11.1; or • an associate of, or person connected with, a director under rules 10.11.4 or 1.14.5, and the issue is intended to remunerate or incentivise the director details (including the amount) of the director’s current total remuneration package. |
The director’s current total remuneration package is comprised of an annual director’s fee of $55,000. |
| 9. If the securities were issued under an agreement, a summary of any other material terms of the agreement |
The options are issued on terms that are typical for agreements of its type. The material terms of the options are summarised in Annexure B. |
| 10. A voting exclusions statement | A voting exclusion statement is included in the voting and participation section of the Notice. |
Directors’ recommendation
The directors (apart from Mr Slater who does not make any recommendation) unanimously recommend you vote in favour of this resolution
Information required under Listing Rule 10.13 in relation to resolution 10
The following information in relation to the Director Options is provided under Listing Rule 10.13.
| 1. The name of the person | Andrew Sissian (or nominee) |
|---|---|
| 2. Which category in rules 10.11.1 – 10.11.5 the person or entity falls within and why |
Mr Sissian falls under ASX Listing Rule 10.11.1 as a related party because he is a director of the Company. Therefore, a nominee of Mr Sissian would fall under ASX Listing Rule 10.11.4. |
| 3. The number and class of securities to be issued to the person |
6,000,000 unlisted options. |
| 4. If the securities are not fully paid ordinary shares, a summary of the material terms of the securities |
The options vest immediately and may be exercised at a price of $0.067 per share and will lapse four years from the issue date. Other terms and conditions of the options are set out in Annexure B. |
pg 17
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| Once exercised, the resultant shares will be fully paid and will rank equally in all respects with existing shares in the Company. |
|
|---|---|
| 5. The date or dates on or by which the Company will issue the securities |
The securities will be issued no later than 1 month after the date of the meeting to which this Notice relates. |
| 6. The price or other consideration the Company will receive for the securities |
The options are issued for nil consideration. In the event of the exercise of the options, funds raised will be used to augment the working capital of the Company. |
| 7. The purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the proposed granting of the options is to incentivise and retain a director with the right skills and experience, and to align the Director’s interests with shareholders’ interests. |
| 8. If the person is: • a director and therefore a related party under rule 10.11.1; or • an associate of, or person connected with, a director under rules 10.11.4 or 1.14.5, and the issue is intended to remunerate or incentivise the director details (including the amount) of the director’s current total remuneration package. |
The director’s current total remuneration package is comprised of an annual director’s fee of $55,000. |
| 9. If the securities were issued under an agreement, a summary of any other material terms of the agreement |
The options are issued on terms that are typical for agreements of its type. The material terms of the options are summarised in Annexure B. |
| 10. A voting exclusions statement | A voting exclusion statement is included in the voting and participation section of the Notice. |
Directors’ recommendation
The directors (apart from Mr Sissian who does not make any recommendation) unanimously recommend you vote in favour of this resolution
Information required under Listing Rule 10.13 in relation to resolution 11
The following information in relation to the Director Options is provided under Listing Rule 10.13.
| 1. The name of the person | Hugo Schumann (or nominee) |
| 2. Which category in rules 10.11.1 – 10.11.5 the person or entity falls within and why |
Mr Schumann falls under ASX Listing Rule 10.11.1 as a related party because he is a director of the Company. Therefore, a nominee of Mr Schumann would fall under ASX Listing Rule 10.11.4. |
| 3. The number and class of securities to be issued to the person |
6,000,000 unlisted options. |
pg 18
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| 4. If the securities are not fully paid ordinary shares, a summary of the material terms of the securities |
The options vest immediately and may be exercised at a price of $0.067 per share and will lapse four years from the issue date. Other terms and conditions of the options are set out in Annexure B. Once exercised, the resultant shares will be fully paid and will rank equally in all respects with existing shares in the Company. |
|---|---|
| 5. The date or dates on or by which the Company will issue the securities |
The securities will be issued no later than 1 month after the date of the meeting to which this Notice relates. |
| 6. The price or other consideration the Company will receive for the securities |
The options are issued for nil consideration. In the event of the exercise of the options, funds raised will be used to augment the working capital of the Company. |
| 7. The purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the proposed granting of the options is to incentivise and retain a director with the right skills and experience, and to align the Director’s interests with shareholders’ interests. |
| 8. If the person is: • a director and therefore a related party under rule 10.11.1; or • an associate of, or person connected with, a director under rules 10.11.4 or 1.14.5, and the issue is intended to remunerate or incentivise the director details (including the amount) of the director’s current total remuneration package. |
The director’s current total remuneration package is comprised of an annual director’s fee of $55,000. |
| 9. If the securities were issued under an agreement, a summary of any other material terms of the agreement |
The options are issued on terms that are typical for agreements of its type. The material terms of the options are summarised in Annexure B. |
| 10. A voting exclusions statement | A voting exclusion statement is included in the voting and participation section of the Notice. |
Directors’ recommendation
The directors (apart from Mr Schumann who does not make any recommendation) unanimously recommend you vote in favour of this resolution.
pg 19
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– Annexure A Director Security Holdings
For each of the directors seeking to participate in the placement, the table below details the:
-
Current security holdings (Ordinary shares and options) and percentage of undiluted share capital, and
-
Security holdings if the relevant resolutions (resolutions 3, 4, 5, 6 and 7) are passed and percentage of undiluted share capital.
The table also details the options proposed to be issued to directors (resolutions 8, 9, 10 and 11) and the resultant number of options held by each director.
| Director | Existing shares held |
Existing shares held |
Participation in the placement (Resolutions 3, 4, 5, 6 and 7) |
Resultant | shares | held* | Existing options held |
Options proposed to be issued (Resolutions 8, 9, 10 and 11) |
Resultant options held |
|---|---|---|---|---|---|---|---|---|---|
| Number | % | Number | %(1) | %(2) | |||||
| Michael McNeilly | 2,911,111 | 0.23 | 568,181 | 3,479,292 | 0.27 | 0.27 | 6,600,000 | 8,000,000 | 14,600,000 |
| John Hamilton** | 5,873,015 | 0.46 | 454,545 | 6,327,560 | 0.49 | 0.50 | 3,000,000 | - | 3,000,000 |
| Adam Slater | 6,244,444 | 0.49 | 568,181 | 6,812,625 | 0.53 | 0.54 | 3,000,000 | 6,000,000 | 9,000,000 |
| Andrew Sissian | 4,206,349 | 0.33 | 227,272 | 4,433,621 | 0.35 | 0.35 | 3,000,000 | 6,000,000 | 9,000,000 |
| Hugo Schumann | 1,500,000 | 0.12 | 227,272 | 1,727,272 | 0.13 | 0.14 | 6,000,000 | 6,000,000 | 12,000,000 |
-
The Resultant shares held % is shown above in the alternative scenarios where:
-
(1) The maximum number of Shares are issued following shareholder approval of all resolutions.
-
(2) The Resolution to issue Shares, other than to directors, is not approved (Resolution 2).
** Additional options, similar to the other board members, are not being proposed to be issued to Dr. Hamilton, at his request, as he has indicated that he is unlikely to seek a further term as a director when his term expires at the next AGM.
11014245v1
– Annexure B Summary of option terms (resolutions 8, 9, 10 and 11)
| Exercise Price | As specified in the Explanatory Notes above. |
|---|---|
| Expiry Date | As specified in the Explanatory Notes above. |
| Listing | Options will not be quoted on ASX. However, the Company may apply for the options to be quoted on ASX at a later date if the requirements for quotation (including spread requirements) can be met. |
| Conditions to exercise of options |
The options may not be exercised if to do so would cause the option holder (together with its related parties or concert parties) to hold shares in the Company which exceed 19.9% of the Company’s total issued share capital. |
| Transferability | The options will be transferable only with the consent of the Company’s board. |
| Adjustment of option rights |
In relation to the options held, the option holder will not be entitled to participate in new issues of capital offered to shareholders or have the right to participate in dividends or distributions, during the currency of the option without first exercising the option. If the Company makes a bonus issue of ordinary shares or other securities to existing shareholders: (i) the number of ordinary shares which must be issued on the exercise of an option will be increased in due proportion; and (ii) no change will be made to the exercise price. If the Company makes an issue of ordinary shares pro rata to existing shareholders (other than a bonus issue) the exercise price of an option will be reduced according to the following formula: New exercise price = O –E [P–(S+D)] N+1 O = the old exercise price of the option. E = the number of underlying ordinary shares into which one (1) option is exercisable. P = average market price per ordinary share weighted by reference to volume of the underlying ordinary shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date (excluding special crossings and overnight sales). S = the subscription price of an ordinary share under the pro rata issue. D = the dividend due but not yet paid on the existing underlying ordinary shares (except those to be issued under the pro rata issue). N = the number of ordinary shares with rights or entitlements that must be held to receive a right to one (1) new ordinary share. If there is any reconstruction of the issued share capital of the Company, the rights of the option holder will be varied to the extent necessary to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction. |
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for Securityholder registration.
Iondrive Limited | ABN 30 107 424 519
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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 12:00pm (AEDT) on Tuesday, 20 January 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 Iondrive Limited, to be held at 12:00pm (AEDT) on Thursday, 22 January 2026 at the offices of Mills Oakley Lawyers, Level 6, 530 Collins Street, Melbourne VIC 3000 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. STEP 2 - Your voting direction Resolutions For Against Abstain 1 Ratification of past issue of tranche 1 placement shares 2 Approval for proposed issue of shares to Strata Investment Holdings Plc 3 Approval for proposed issue of shares to a director, Michael McNeilly 4 Approval for proposed issue of shares to a director, John Hamilton 5 Approval for proposed issue of shares to a director, Adam Slater 6 Approval for proposed issue of shares to a director, Andrew Sissian 7 Approval for proposed issue of shares to a director, Hugo Schumann 8 Approval for proposed issue of options to a director, Mr McNeilly 9 Approval for proposed issue of options to a director, Adam Slater 10 Approval for proposed issue of options to a director, Andrew Sissian 11 Approval for proposed issue of options to a director, Hugo Schumann
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. STEP 3 – Signatures and contact details
| Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Individual or Securityholder 1 Sole Director and Sole Company Secretary Contact Name: |
Securityholder 2 Director |
Securityholder 2 Director |
Securityholder 2 Director |
Securityholder 2 Director |
Securityholder 3 Director / Company Secretary |
Securityholder 3 Director / Company Secretary |
Securityholder 3 Director / Company Secretary |
Securityholder 3 Director / Company Secretary |
Securityholder 3 Director / Company Secretary |
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| 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). |