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JAMESON RESOURCES LIMITED Proxy Solicitation & Information Statement 2025

Jul 1, 2025

65152_rns_2025-07-01_cc4a608a-2993-4d44-9a2e-bf2aef2db118.pdf

Proxy Solicitation & Information Statement

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2 July 2025

Dear Shareholder

Extraordinary General Meeting – Notice of Meeting and Proxies

Notice is given that an Extraordinary General Meeting (Meeting) of Shareholders of Jameson Resources Limited (Company) will be held as follows:

Time and date: 11:00 am (Brisbane time) on Thursday, 31 July 2025

Location: Automic Virtual Meeting Platform https://us02web.zoom.us/webinar/register/WN_d4y4_psvRzWQycSRQZ4zXA

Notice of Meeting

In accordance with the Corporations Act 2001 (Cth) the Company will not be dispatching physical copies of the Notice of Meeting unless individual shareholders have made a valid election to receive documents in hard copy. Instead, the Notice of Meeting and accompanying explanatory statement (Meeting Materials) are being made available to shareholders electronically and can be viewed and downloaded from:

  • The Company’s website at https://jamesonresources.com.au/asx-announcements/; and

  • The ASX market announcements page under the Company code “JAL”

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 of Meeting

Voting at the Meeting

Shareholders who wish to vote virtually at the Virtual AGM will need to log into the Automic website https://investor.automic.com.au/#/home with their username and password. Schedule 3 of the Notice of Meeting has detailed instructions on how vote online at the meeting.

Voting by Proxy

Shareholders may also vote by lodging a proxy form.

Proxy forms can be lodged:

  • Online: www.investor.automic.com.au|#|loginash using your secure access information or using your mobile device to scan the personalised QR code

  • By mail: Automic GPO Box 5193, Sydney NSW 2011 Australia

  • In person: Automic Level 5, 126 Phillip Street, Sydney NSW 2000

  • By Email: [email protected]

  • By fax: +61 2 8583 3040

Your proxy voting instruction must be received by 11:00 am (Brisbane time) on Tuesday, 29 July 2025. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Meeting Materials should be read in their entirety. If shareholders are in doubt as to how to vote, they should seek advice from their professional advisers prior to voting.

Authorised for release by: Alexandra Coleman Company Secretary Jameson Resources Limited

Jameson Resources Limited I ABN 89 126 398 294

Registered Office | Level 41, 161 Castlereagh Street, Sydney NSW 2000 Postal Address | PO Box 274, Ashgrove West, Brisbane QLD 4060 Email | [email protected] Phone: |+61 8 9200 4473

www.jamesonresources.com.au

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JAMESON RESOURCES LIMITED

ACN 126 398 294

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is given that the Meeting will be held at: TIME : 11.00am (Brisbane time) DATE : Thursday 31 July 2025 VENUE : Via Online Meeting Platform

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

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

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 7.00pm (Brisbane Time) on Tuesday 29 July 2025.

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IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that an Extraordinary General Meeting of Jameson Resources Limited ( Company ) will be held via an online meeting platform provided by the Company’s share registry, Automic, at 11.00am (Brisbane time) on Thursday 31 July 2025, details of which are as provided in this notice ( Virtual EGM ).

Shareholders will be able to watch, listen, ask questions and vote online at the Virtual EGM.

Virtual EGM

If you wish to attend the Virtual EGM (which will be broadcast as a live webinar) please pre-register your attendance here:

https://us02web.zoom.us/webinar/register/WN_d4y4_psvRzWQyc SRQZ4zXA

After registering, you will receive a confirmation containing information on how to attend the Virtual EGM.

Voting in Person at the Virtual EGM

The Directors have resolved that Shareholders and their proxies will not be able to attend the Meeting physically due to the meeting being held virtually and all directors being in various geographical locations.

Shareholders will however be able to watch and attend the Meeting via an online meeting platform provided by the Company’s share registry, Automic, and are encouraged to lodge their votes in accordance with the instructions set out in the Proxy Form. All Shareholders participating in the meeting virtually are taken for all purposes to be present in person at the meeting while so participating.

Voting by proxy at the Virtual EGM

To vote by proxy, please complete and sign the enclosed Proxy Form in accordance with the instructions set out on the Proxy Form or lodge online via the link detailed below. The Proxy Form (and any power of attorney or other authority, if any, under which it is signed) must be received at an address given below by 11.00am (Brisbane time) on Tuesday 29 July 2025. Any Proxy Form received after that time will not be valid.

Proxy votes may also be completed and lodged online using the following link:

https://investor.automic.com.au/#/loginsah

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

249X(3) of the Corporations Act, each proxy may exercise onehalf of the votes.

Proxy vote if appointment specifies way to vote: Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

  • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

  • if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

  • if the proxy is the Chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

  • if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-Chair proxy to Chair in certain circumstances : Section 250BC of the Corporations Act provides that, if:

  • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's Shareholders; and

  • the appointed proxy is not the Chair of the meeting; and

  • at the meeting, a poll is duly demanded on the resolution; and

  • either of the following applies:

  • the proxy is not recorded as attending the meeting; or

  • the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Voting virtually

Shareholders who wish to vote virtually at the Virtual EGM will need to log into the Automic website (https://investor.automic.com.au/#/home) with their username and password.

All votes that are submitted online will be taken as a poll via proxy or online voting. All resolutions will be decided on a poll.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Virtual EGM to avoid any delays on the day of the Virtual EGM.

How do I create an account with Automic?

  • each Shareholder has a right to appoint a proxy;

To create an account with Automic:

  • the proxy need not be a Shareholder of the Company; and

  • a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise on the Proxy Form. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes that each proxy may exercise, then in accordance with section

  • Please visit Automic’s website (https://investor.automic.com.au/#/home)

  • Click on ‘register’ and follow the steps.

  • Shareholders will require their Security Reference Number (SRN) or Holder Identification Number (HIN) to create an account with Automic.

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I have an account with Automic, what are the next steps?

To access the virtual meeting:

  1. Open your internet browser and go to: http\investor.automic.com.au

  2. Login with your username and password or click “register” if you haven’t created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting.

  3. After logging in, a banner will be displayed at the top once the meeting is open for registration. Click on “View” when this appears.

  4. Click on “Register” and follow the steps.

  5. Click on the URL to join the webcast where you can view and listen to the virtual meeting.

  6. Once the Chair of the Meeting has declared the poll open for voting click on “Refresh” to be taken to the voting screen.

  7. Select your voting direction and click “confirm” to submit your vote. Note that you cannot amend your vote after it has been submitted.

Further information with respect to virtual meeting registration, voting and online proxy lodgment from Automic is annexed to this Notice of Meeting at Schedule 2 .

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AGENDA | BUSINESS OF THE MEETING

Resolution 1 – Ratification of issue of Tranche 1 Placement Shares under Listing Rule 7.4

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 7.4 and for all other purposes, the Shareholders approve and ratify the issue of 98,372,000 Shares at an issue price of $0.035 pursuant to the Placement on the terms and conditions described in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution 1 by or on behalf of:

  • a person who participated in the issue or who is a counterparty to the agreement being approved; or

  • an associate of those persons.

However, this does not apply to a vote cast in favour of the above Resolution 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 a Resolution in that way; or

  • the Chair 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 chair to vote on the Resolution as the chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary providing the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 2 – Approval of issue of Tranche 2 Placement Shares to an entity controlled by Nicole Hollows under Listing Rule 10.11

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 up to 428,000 Shares to Nimami Pty Ltd as trustee for Hollows Family Trust, an entity controlled by Ms Nicole Hollows at an issue price of $0.035 under the Placement on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution 2 by or on behalf of:

  • Nimami Pty Ltd as trustee for Hollows Family Trust, an entity controlled by Ms Nicole Hollows;

  • any other person who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

  • an associate of those persons.

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

  • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • the Chair 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 chair to vote on the Resolution as the chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary providing the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 3 – Approval of issue of Tranche 2 Placement Shares to an entity controlled by Michael Gray under Listing Rule 10.11

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 up to 1,000,000 Shares to Cassoulet Pty Ltd as trustee for the Maree & Michael Gray Superannuation Fund, an entity controlled by Mr Michael Gray at an issue price of $0.035 under the Placement on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of:

  • Cassoulet Pty Ltd as trustee for the Maree & Michael Gray Superannuation fund, an entity controlled by Michael Gray;

  • Michael Gray;

  • any other person who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

  • an associate of those persons

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

  • the person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • the Chair 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 chair to vote on the Resolution as the chair decides; or

  • Nicole Hollows;

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  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary providing the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 4 – Approval of issue of Tranche 2 Placement Shares to Steve van Barneveld under Listing Rule 10.11

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 up to 200,000 Shares to Mr Steven van Barneveld (or his nominee) at an issue price of $0.035 under the Placement on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution 4 by or on behalf of:

  • Steve van Barneveld (or his nominee);

  • any other person who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity); or

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

  • the person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

  • the Chair 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 chair to vote on the Resolution as the chair decides; or

  • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary providing the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

  • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Dated: 2 July 2025

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By order of the Board

Alexandra Coleman Company Secretary

  • an associate of those persons

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Virtual EGM and to provide information which the Directors believe to be material to Shareholders in deciding how to vote on the Resolutions.

This Explanatory Statement should be read in conjunction with the Notice of Extraordinary General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary or otherwise in the Explanatory Statement.

BACKGROUND

As announced to the market on 26 May 2025, the Company is undertaking a capital raising of $3.5 million through the issue of 100,000,000 Shares ( Placement Shares ) at an issue price of $0.035 per share ( Placement ) in two tranches.

The Company has already issued 98,372,000 Shares ( Tranche 1 Placement Shares ) under the Placement.

Resolution 1 seeks ratification for the issue of the Tranche 1 Placement Shares under Listing Rule 7.4.

Resolutions 2, 3 and 4 respectively seek Shareholder approval to issue up to 428,000 of the second tranche of Placement Shares to Nimami Pty Ltd as trustee for Hollows Family Trust, an entity controlled by Ms Nicole Hollows (Non-Executive Chair), up to 1,000,000 of the second tranche of Placement Shares to Cassoulet Pty Ltd as trustee for the Maree & Michael Gray Superannuation Fund, an entity controlled by Michael Gray (CEO and Managing Director) and up to 200,000 of the second tranche of Placement Shares to Steve van Barneveld (Non-Executive Director), together the Tranche 2 Placement Shares ).

The funds raised from the Placement will primarily be used for:

  • Completion of technical studies in response to Information Requests from Indigenous Nations, regulators and the public during the Public and Technical Review of the Crown Mountain Project’s Environmental Assessment (EA) application

  • Finalisation of revised EA for submission to regulators

  • Continued engagement with Indigenous Nations in relation to the EA process and ongoing negotiation of long-term engagement and partnership agreements

  • NWP administration, project management costs and overheads; and

  • Working capital and JAL corporate costs.

(the Placement Purpose ).

RESOLUTION 1 – RATIFICATION OF ISSUE OF TRANCHE 1 PLACEMENT SHARES UNDER LISTING RULE 7.4

Background

On 6 June 2025, the Company issued the Tranche 1 Placement Shares to raise approximately $3.44 million pursuant to the Placement.

The Tranche 1 Placement Shares were issued under the Company’s existing placement capacity in accordance with Listing Rule 7.1 and 7.1A.

This Resolution is an ordinary resolution and seeks Shareholder approval and ratification of the prior issue of the Tranche 1 Placement Shares pursuant to Listing Rule 7.4.

Listing Rules 7.1 and 7.1A

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the number of Equity Securities that a listed company can issue or agree to issue without the approval of its shareholders over any 12 month period to 15% of the aggregate of the fully paid ordinary shares it had on issue at the start of that 12 month period plus any fully paid ordinary shares issued with Shareholder approval under Listing Rule 7.1 or 7.4 or under an exception in Listing Rule 7.2 ( 15% Capacity ).

In addition, broadly speaking and subject to a number of exceptions, pursuant to Listing Rule 7.1A shareholders can give prior approval (by Special Resolution at an annual general meeting) to the issue of securities equivalent to an additional 10% of its fully paid ordinary issued capital (as calculated above) over a 12-month period. Shareholders of the Company gave their approval for the issue of additional shares under Listing Rule 7.1A at the last annual general meeting of the Company held on 26 November 2024 ( Additional 10% Capacity ).

The issue of the Tranche 1 Placement Shares used up all of the Company’s 15% Capacity and a small portion of its Additional 10% Capacity, reducing the Company’s ability to issue further Equity Securities without shareholder approval under Listing Rule 7.1 or 7.1A for the 12-month period following the issue date.

Listing Rule 7.4

Listing Rule 7.4 provides that where a company in a general meeting ratifies a previous issue of securities made or agreed to be made pursuant to Listing Rule 7.1 and 7.1A (and provided that the previous issue did not breach Listing Rule 7.1 or 7.1A) those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1 and 7.1A, and so does not reduce the Company’s capacity to issue further Equity Securities without Shareholder approval under those rules.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain prior shareholder approval for such issues under Listing Rules 7.1 and 7.1A.

Accordingly, the Company seeks ratification by the Shareholders of the issue of the Tranche 1 Placement Shares pursuant to Listing Rule 7.4 under Resolution 1.

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If Resolution 1 is passed the Tranche 1 Placement Shares will not reduce the Company’s available 15% Capacity or Additional 10% Capacity and will be included in the Company's aggregate issued fully paid ordinary shares when calculating that capacity.

If Resolution 1 is not passed, the Company's capacity to issue further Equity Securities without Shareholder approval:

  • under Listing Rule 7.1 during the 12 months following the issue date of the Tranche 1 Placement Shares, will continue to be reduced by the number of Tranche 1 Placement Shares issued under Listing Rule 7.1 (91,609,998). At present, the Company has no available 15% Capacity; and

  • under Listing Rule 7.1A, will be reduced by the number of Tranche 1 Placement Shares issued under Listing Rule 7.1A (6,762,002) until there is a new approval under that Rule at the Company's next Annual General Meeting (if approved by Shareholders). In accordance with Listing Rule 7.1A.1, the balance of Listing Rule 7.1A capacity (54,311,330) will expire on the first to occur of:

  • 26 November 2025

  • the date of the Company’s 2025 AGM, or

  • the time and date of the approval by holders of the +eligible entity’s +ordinary securities of a transaction under rule 11.1.2 or 11.2.

The issue of the Tranche 1 Placement Shares did not breach Listing Rule 7.1 and 7.1A at the time the issue occurred.

Specific information required by Listing Rule 7.5

7.5.1 Names of the persons
receiving the
securities
Refer to Schedule 1
7.5.2 Number and class of
securities
The Company has issued
98,372,000 fully paid
ordinary shares as Tranche 1
Placement Shares. Of these
Shares, 91,609,998 were
issued under the 15%
Capacity, and 6,762,002
were issued under the
Additional 10% Capacity.
7.5.3 If the securities are
not fully paid ordinary
securities, a summary
of the material terms
N/A
7.5.4 Date of issue 6 June 2025
7.5.5 Issue price $0.035 per Placement Share
7.5.6 The purpose of the
issue
The Placement Purpose (as
set out above)
7.5.7 Summary of the
material terms of the
agreement
The Tranche 1 Placement
Shares were offered to the
investors referred to in
Schedule 1 (other than
BNP Paribas Nominees Pty
Ltd(as custodian for

Crocodile Capital 1 Global Focus Fund and Crocodile Capital Offshore Fund) and the Company's directors) under standard form confirmation letters containing customary conditions and based on the form provided in the current Master ECM Terms, as posted on the website of the Australian Financial Markets Association ( www.afma.com.au ).

The Tranche 1 Placement Shares were offered to BNP Paribas Nominees Pty Ltd (as custodian for Crocodile Capital 1 Global Focus Fund and Crocodile Capital Offshore Fund) under an offer letter containing customary conditions, information and warranties. 7.5.8 A voting exclusion A voting exclusion statement statement. is set out under Resolution 1 in the Notice of Meeting.

Directors recommendation

The Directors unanimously recommend you vote in favour of Resolution 1.

RESOLUTION 2 – APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES TO AN ENTITY CONTROLLED BY NICOLE HOLLOWS UNDER LISTING RULE 10.11

Background

Resolution 2 seeks Shareholder approval by ordinary resolution under Listing Rule 10.11 for the issue of up to 428,000 of Tranche 2 Placement Shares to Nimami Pty Ltd as trustee for Hollows Family Trust, an entity controlled by Ms Nicole Hollows ( Chair Placement Shares ) under the Placement.

The issue of the Chair Placement Shares is subject to Shareholders approving this Resolution 2.

Applicable Listing Rules

Listing Rule 10.11 provides that a company must not issue or agree to issue Equity Securities to any of the following persons without obtaining approval of its shareholders:

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a related party (Listing Rule 10.11.1);

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a person who is or was at any time in the 6 months before the issue or agreement a substantial (30%+) holder in the entity (Listing Rule 10.11.2);

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  • a person who is or was at any time in the 6 months before the issue or agreement a substantial (10%+) holder in the entity and who has nominated a director to the board of the entity (in the case of a trust, to the board of the +responsible entity of the trust ) pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3);

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  • an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or

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  • a person whose relationship with the company or a person referred to in Listing Rule 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5).

Ms Hollows is a director of the Company, so the proposed issue of the Chair Placement Shares to Nimami Pty Ltd as trustee for Hollows Family Trust, an entity controlled by Ms Hollows falls within Listing Rule 10.11.1 above and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Chair Placement Shares to Nimami Pty Ltd as trustee for Hollows Family Trust under the Placement.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Chair Placement Shares to Nimami Pty Ltd as trustee for Hollows Family Trust and those shares will either not be issued or will be reallocated to another party or parties which participated in the Placement.

Any future issues of Equity Securities to a related party will require additional Shareholder approval under the Listing Rules at the relevant time.

Specific information required by Listing Rule 10.13

10.13.1 Name of the person Nimami Pty Ltd as trustee
for Hollows Family Trust, an
entity controlled by Ms
Hollows
7.13.2 Which category in
rules 10.11.1 -
10.11.5 the person
falls within and why
Ms Hollows falls within
Listing Rule 10.11.1 because
she is a director, and
therefore a related party, of
the Company for the
purposes of the listing rules.
Nimami Pty Ltd as trustee
for Hollows Family Trust is
also a related party, as it is
controlled by her.
10.13.3 The
number
and
class of securities
428,000 fully paid ordinary
shares
10.13.4 If not fully paid
ordinary securities, a
summary of material
terms
N/A
10.13.5 Date of issue On or about 6 August 2025,
and in any event not more
than 1 month after the date
of this Extraordinary
General Meeting.
10.13.6 Issue Price $0.035 per Chair Placement
Share
10.13.7 The purpose of the
issue
The Placement Purpose (as
set out above)
10.13.8 If the person is a
director and the
issues is intended to
remunerate or
incentive the
director, details of
the directors current
total remuneration
package
The Chair Placement Shares
do not form part of Ms
Hollows' remuneration
package.
Details of Ms Hollows'
remuneration have
previously been provided to
the market.
7.5.8 Summary of the
material terms of
the agreement
Nimami Pty Ltd as trustee
for Hollows Family Trust has
confirmed in writing it will
subscribe for the Chair
Placement Shares, subject
to shareholder approval.
7.5.9 A voting exclusion
statement.
A voting exclusion
statement is set out under
Resolution 2 in the Notice of
Meeting.

Directors’ recommendations

Messrs Gray, McDonald and van Barneveld recommend that Shareholders vote in favour of Resolution 2.

Ms Hollows has a material personal interest in the outcome of Resolution 2. Accordingly, Ms Hollows declines to make any recommendations as to how Shareholders should vote on Resolution 2.

RESOLUTION 3 – APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES TO AN ENTITY CONTROLLED BY MICHAEL GRAY UNDER LISTING RULE 10.11

Background

Resolution 3 seeks Shareholder approval by ordinary resolution under Listing Rule 10.11 for the issue of up to 1,000,000 of the Tranche 2 Placement Shares to Cassoulet Pty Ltd as trustee for the Maree & Michael Gray Superannuation fund, an entity controlled by Mr Michael Gray ( Gray Placement Shares ) under the Placement.

The issue of the Gray Placement Shares is subject to Shareholder approving this Resolution 3.

Applicable Listing Rules

A summary of Listing Rule 10.11 is set out above.

Mr Gray is a director of the Company, so the proposed issue of the Gray Placement Shares to Cassoulet Pty Ltd as trustee for the Maree

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& Michael Gray Superannuation fund, an entity controlled by Mr Gray falls within Listing Rule 10.11.1 above and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Gray Placement Shares to Cassoulet Pty Ltd as trustee for the Maree & Michael Gray Superannuation Fund under the Placement.

If Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Gray Placement Shares to Cassoulet Pty Ltd as trustee for the Maree & Michael Gray Superannuation Fund and those shares will either not be issued or will be reallocated to another party or parties which participated in the Placement.

Any future issues of Equity Securities to a related party will require additional Shareholder approval under the Listing Rules at the relevant time.

Specific information required by Listing Rule 10.13

10.13.1 Name of the person Cassoulet Pty Ltd as trustee
for the Maree & Michael
Gray Superannuation Fund,
an entity controlled by
Michael Gray
7.13.2 Which category in
rules 10.11.1 -10.11.5
the person falls within
and why
Mr Gray falls within Listing
Rule 10.11.1 because he is a
director, and therefore a
related party, of the
Company for the purposes
of the listing rules.
Cassoulet Pty Ltd as trustee
for the Maree & Michael
Gray Superannuation Fund
is also a related party, as it
is controlled by him.
10.13.3 The number and class
of securities
1,000,000 fully paid ordinary
shares
10.13.4 If not fully paid
ordinary securities, a
summary of material
terms
N/A
10.13.5 Date of issue On or about 6 August 2025,
and in any event not more
than 1 month after the date
of this Extraordinary
General Meeting.
10.13.6 Issue Price $0.035 per Gray Placement
Share
10.13.7 The purpose of the
issue
The Placement Purpose (as
set out above)
10.13.8 If the person is a
director and the
issues is intended to
remunerate or
The Gray Placement Shares
do not form part of Mr
incentive the director,
details of the
directors current total
remuneration
package
Gray's remuneration
package.
Details of Mr Gray's
remuneration have
previously been provided to
the market.
7.5.8 Summary of the
material terms of the
agreement
Cassoulet Pty Ltd as trustee
for the Maree & Michael
Gray Superannuation Fund
has confirmed in writing it
will subscribe for the Chair
Placement Shares, subject
to shareholder approval.
7.5.9 A voting exclusion
statement.
A voting exclusion
statement is set out under
Resolution 3 in the Notice of
Meeting.

Directors’ recommendations

Ms Hollows and Messrs McDonald and Van Barneveld recommend that Shareholders vote in favour of Resolution 3.

Mr Gray has a material personal interest in the outcome of Resolution 3. Accordingly, Mr Gray declines to make any recommendations as to how Shareholders should vote on Resolution 3.

RESOLUTION 4 – APPROVAL OF ISSUE OF TRANCHE 2 PLACEMENT SHARES TO STEVE VAN BARNEVELD UNDER LISTING RULE 10.11

Background

Resolution 4 seeks Shareholder approval by ordinary resolution under Listing Rule 10.11 for the issue of up to 200,000 of Tranche 2 Placement Shares to Mr Steve van Barneveld (or his nominee) ( Van Barneveld Placement Shares ) under the Placement.

The issue of the Van Barneveld Placement Shares is subject to Shareholders approving this Resolution 4.

Applicable Listing Rules

A summary of Listing Rule 10.11 is set out above.

Mr van Barneveld is a director of the Company, so the proposed issue of the Van Barneveld Placement Shares to Mr Van Barneveld (or his nominee) falls within Listing Rule 10.11.1 above and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Van Barneveld Placement Shares to Mr Van Barneveld (or his nominee) under the Placement.

If Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Van Barneveld Placement Shares to Mr Van Barneveld and those shares will either not be issued or will

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be reallocated to another party or parties which participated in the Placement.

Any future issues of Equity Securities to a related party will require additional Shareholder approval under the Listing Rules at the relevant time.

Specific information required by Listing Rule 10.13

10.13.1 Name of the person Steve Van Barneveld (or his
nominee)
7.13.2 Which category in
rules 10.11.1 -10.11.5
the person falls within
and why
Mr Van Barneveld falls
within Listing Rule 10.11.1
because he is a director,
and therefore a related
party, of the Company for
the purposes of the listing
rules. If he appoints a
nominee, it will also be a
related party, as it will be
controlled by him.
10.13.3 The number and class
of securities
200,000 fully paid ordinary
shares
10.13.4 If not fully paid
ordinary securities, a
summary of material
terms
N/A
10.13.5 Date of issue On or about 6 August 2025,
and in any event not more
than 1 month after the date
of this Extraordinary
General Meeting.
10.13.6 Issue Price $0.035 per Van Barneveld
Placement Share
10.13.7 The purpose of the
issue
The Placement Purpose (as
set out above)
10.13.8 If the person is a
director and the
issues is intended to
remunerate or
incentive the director,
details of the
directors current total
remuneration
package
The Van Barneveld
Placement Shares do not
form part of Mr Van
Barneveld's remuneration
package.
Details of Mr Van
Barneveld's remuneration
have previously been
provided to the market.
7.5.8 Summary of the
material terms of the
agreement
Steve Van Barneveld has
confirmed in writing that he
or his nominee will
subscribe for the Chair
Placement Shares, subject
to shareholder approval
7.5.9 A voting exclusion
statement.
A voting exclusion
statement is set out under

Resolution 4 in the Notice of Meeting

Directors’ recommendations

Ms Hollows and Messrs McDonald and Gray recommend that Shareholders vote in favour of Resolution 4.

Mr Van Barneveld has a material personal interest in the outcome of Resolution 4. Accordingly, Mr Van Barneveld declines to make any recommendations as to how Shareholders should vote on Resolution 4.

G L O S S A R Y

$ means Australian dollars.

15% Capacity has the meaning given in the Explanatory Statement.

Placement has the meaning given in the Explanatory Statement.

Additional 10% Capacity has the meaning given in the Explanatory Statement.

ASIC means the Australian Securities & Investments Commission.

Associate has the meaning given in the Listing Rules.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the Chair of the Meeting.

Chair Placement Shares has the meaning given in the Explanatory Statement.

Company means Jameson Resources Limited (ACN 126 398 294).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Security has the meaning given in the Listing Rules.

Explanatory Statement means the explanatory statement accompanying the Notice.

Extraordinary General Meeting or Meeting means the meeting convened by the Notice.

Gray Placement Shares has the meaning given in the Explanatory Statement.

Listing Rules means the Listing Rules of ASX.

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

Placement has the meaning given in the Explanatory Statement.

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Placement Purpose has the meaning given in the Explanatory Statement.

Placement Shares has the meaning given in the Explanatory Statement.

Proxy Form means the proxy form accompanying the Notice.

Related Party has the same meaning as given to that term in the Corporations Act.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Tranche 1 Placement Shares has the meaning given in the Explanatory Statement.

Tranche 2 Placement Shares has the meaning given in the Explanatory Statement.

Van Barneveld Placement Shares has the meaning given in the Explanatory Statement.

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SCHEDULE 1 – PLACEMENT - RECIPIENTS OF TRANCHE 1 SHARES AND PROPOSED RECIPIENTS OF TRANCHE 2 SHARES

TRANCHE 1 ONLY MR BRENDAN BALASEKERAN
MCHENRY HOLDINGS PTY LTD RANTOO PTY LTD
GRENFELD HOLDINGS PTY LTD AP MITCHELL SUPERANNUATION
GRENFELD HOLDINGS PTY LTD C&T MITCHELL SUPER PTY LTD
MRS DELMA HARINGTON-HAWES MELVISTA (WA) PTY LTD
CEMANA PTY LTD ALLAMBI HOLDINGS PTY LTD
GOLDTRAIN HOLDINGS PTY LTD MR ANDREW ROBERT DINNING
GOLDFIRE ENTERPRISES PTY LTD MR THOMAS JAMES LOH
EUGOB NOMINEES PTY LTD MACAVA PTY LTD
JACK SPARROW WA PTY LTD MR BEN WEST STATHAM
AGATI PTY LTD INKESE PTY LTD
MR GRAHAM PETER BLAIR BNP Paribas NOMINEES PY LTD (AS CUSTODIAN FOR
MRS KAY DIANNE BLAIR CROCODILE OFFSHORE CAPITAL FUND and
MRS HEATHER LYONS CROCODILE CAPITAL 1 GLOBAL FOCUS FUND)
MRS HEATHER MARY LYONS
CHEYNES WEST PTY LTD
PURE GOLD PTY LTD
MR NICHOLAS CRISPIN LYONS
GERONIMO SUPER INVESTMENTS
KILGOBBIN FARMS PTY LTD
ARAZONE FARM PTY LTD TRANCHE 2 ONLY (Subject to Shareholder approval
CARSTAIRS NOMINEES PTY LTD of Resolutions 2, 3 and 4 (as relevant))
GREATSIDE HOLDINGS PTY LTD NIMAMI PTY LTD AS TRUSTEE FOR HOLLOWS FAMILY
MR MICHAEL CHRISTIAN LYONS
KAKUZI NOMINEES PTY LTD
TRUST (AN ENTITY CONTROLLED BY MS NICOLE
HOLLOWS)
CASSOULET PTY LTD AS TRUSTEE FOR THE MAREE &
PIPERLAKE PTY LTD MICHAEL GRAY SUPERANNUATION FUND, AN ENTITY
MS KYLIE TRAVIS CONTROLLED BY MICHAEL GRAY
MR TREVOR NOEL COSH STEVE VAN BARNEVELD (OR HIS NOMINEE)
MR RICHARD JOHN DUNDAS
MR STEPHEN JOHN ROBERTSON
WHITTINGTON NOMINEES PTY LTD
MR GUY LAURANCE CURWEN
MR REECE DEREK CURWEN
MR DAVID JOHN BARTLEY
CLEVELAND (WA) PTY LTD
MR MICHAEL DAMIAN MURPHY

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SCHEDULE 2 – PROXY FORM

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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

Jameson Resources Limited | ABN 89 126 398 294

Your proxy voting instruction must be received by 11.00am (AEST) on Tuesday, 29 July 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

Complete the form overleaf in accordance with the instructions set out below. Lodging your Proxy Voting Form:
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/#/homeShareholders sponsored by a broker should advise their
broker of any changes.
Online
Use your computer or smartphone to
appoint a proxy at
https://investor.automic.com.au/#/loginsahor
scan the QR code below using your
STEP 1 – APPOINT A PROXY smartphone
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of Login & Click on ‘Meetings’. Use the
that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you Holder Number as shown at the top of
leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. this Proxy Voting Form.
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.

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 Extraordinary General Meeting of Jameson Resources Limited, to be held virtually at 11.00am (AEST) on Thursday, 31 July 2025 hereby:

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.

VIRTUAL PARTICIPATION AT THE MEETING:

The Company is pleased to provide

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shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

  1. Open your internet browser and go to investor.automic.com.au

  2. Login with your username and password or click “register” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

STEP 2 - Your voting direction

Resolutions Resolutions Resolutions For For Against Against Against Abstain Abstain
1 Ratification of issue of Tranche 1 Placement Shares under Listing Rule 7.4
2 Approval of issue of Tranche 2 Placement Shares to an entity controlled by Nicole Hollows under Listing Rule
10.11
3 Approval of issue of Tranche 2 Placement Shares to an entity controlled by Michael Gray under Listing Rule
10.11
4 Approval of issue of Tranche 2 Placement Shares to Steve van Barneveld under Listing Rule 10.11
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 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)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

SCHEDULE 3 – VIRTUAL MEETING PARTICIPATION INSTRUCTIONS

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Virtual Meeting Registration and Voting

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REGISTRATION

  • Go to: https://investor.automic.com.au/#/home.

  • Log in using your existing username and password or click on “register” and follow the on-screen prompts to create your login credentials.

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  • Once logged in you will see that the meeting is open for registration. Click on “view”.

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  • Click on “register” to register your attendance for the meeting.

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REGISTRATION

  • Select “yes, I would like to vote” and then click “next”.

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  • You will be placed on a holding page until voting opens for the meeting. From here you can access the meeting video/audio by selecting the meeting URL.

  • Once the Chair of the Meeting declares voting open, you should select “refresh”.

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VOTING

  • The next screen will display the resolutions to be put to the meeting.

  • • The Chair of the meeting will provide instructions on when to mark your vote.

  • You record your vote by selecting either “for”, “against” or “abstain” next to the appropriate resolution.

  • Once voting has been declared closed you must select “next” to submit your vote.

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  • On the next screen, check your vote is correct and select the box next to “declaration” – you cannot confirm your vote unless you select this box.

  • Select “confirm” to confirm your vote – you CANNOT amend your vote after pressing the “confirm” button.

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VOTING COMPLETE

  • Your vote is now lodged and is final.

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Online Proxy Lodgment

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REGISTER

2. Step 1

  • Go to: https://investor.automic.com.au/#/home.

  • If you are a new user, select “register”.

  • If you are an existing user, simply sign in under the “Existing users sign in and follow the instructions in Step 2 of this guide.

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  • Start typing the company name or company code that you hold shares in and select the relevant company from the dropdown.

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L\358630907.2

REGISTER

  • Enter your unique Holder Number which can be found on your proxy form. This number starts with a capital letter “I” or “X”.

  • Enter the postcode recorded on the proxy form or select “change the country” if your holding is registered to an overseas address (then type and select the applicable country your holding is registered to).

  • Tick the box “I’m not a robot” and select “next”.

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  • Next, complete all information on the screen.

  • Once each field is completed correctly you will see a green tick appear at the end of the field. Where you have entered incorrect information, you will see a red a star.

  • Your password must contain: at least 8 characters, at least 1 number, at least 1 capital and lowercase letter and at least one special symbol (#, %, ! etc)

  • Click “sign up”.

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LOG IN

  • On the next screen simply select “login now”.

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3. Step 2

  • Under “existing users” enter the username and password you created in the previous steps and select “log in”.

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  • Select “Meetings”.

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VOTING

  • Select “Vote”.

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  • Select “Full holding” and select the box next to “Notice of Meeting”.

  • If you wish to nominate the Chair of the Meeting as your proxyholder simply select “next”.

  • If you wish to appoint a different proxyholder, place your cursor on “name of proxy” and type the name of your appointed proxyholder. Once you’ve typed the name in full press enter on your keyboard. This will replace “Chair of the meeting” with your chosen proxyholder.

  • Select “next”.

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VOTING

  • Mark your voting instruction next to each resolution. You must select a vote for each resolution before you can continue. Select “next”.

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  • Check your vote is as you intended.

  • If you are registered as a Corporation you must select the box next to

  • “declaration”.

  • Then select “save” to save your proxy vote.

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  • Your voting is complete.

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25

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