JINDALEE LITHIUM LIMITED — AGM Information 2021

Oct 17, 2021

==> picture [302 x 80] intentionally omitted <==

Resources Limited ACN 064 121 133

Jindalee Resources Limited

ABN 52 064 121 133 Level 2, 9 Havelock Street West Perth WA 6005 PO Box 1033 West Perth WA 6872 Telephone: 08 9321 7550 Facsimile: 08 9321 7950 Web: www.jindalee.net

Notice of Annual General Meeting Explanatory Memorandum Prox Form y

Date of Meeting Wednesday 24 November 2021

Time of Meeting 10.00am (WST)

Place of Meeting Level 2, 9 Havelock Street, West Perth, Western Australia, 6005

YOUR ANNUAL REPORT IS AVAILABLE ONLINE, SIMPLY VISIT: www.jindalee.net

Please read this Notice of General Meeting and Explanatory Memorandum carefully and in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.

Due to the ongoing COVID-19 Pandemic, the Company is taking precautions to facilitate an in-person Meeting in accordance with COVID-19 restrictions. If the situation in relation to COVID-19 changes in a way affecting the ability to facilitate an in-person Meeting as currently proposed, the Company will provide a further update ahead of the Meeting by way of an announcement on the ASX market announcements platform.

Shareholders are encouraged to vote by lodging the proxy form attached to the Notice

==> picture [93 x 25] intentionally omitted <==

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Jindalee Resources Limited will be held at Level 2, 9 Havelock Street, West Perth, Western Australia on Wednesday 24 November 2021 at 10.00am (Western Standard Time), for the purpose of transacting the business referred to in this Notice of Annual General Meeting (“Notice”).

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form form part of this Notice of Meeting. Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1 of the Explanatory Memorandum.

Shareholders are urged to vote by attending the Meeting virtually (refer to the Virtual Meeting Guide which will be published on the ASX and Company’s website in the week prior to the Annual General Meeting) or by returning a completed Proxy Form. Instructions on how to complete a Proxy Form are set out in the Explanatory Memorandum.

Proxy Forms must be received by no later than 10.00am (WST) on 22 November 2021.

AGENDA

ANNUAL REPORT

To receive and consider the Company’s Financial Report, Directors’ Report and Auditors’ Report for the financial year ended 30 June 2021 (“2021 Annual Report”).

RESOLUTION 1 – REMUNERATION REPORT (NON-BINDING)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, Shareholders adopt the Remuneration Report as set out in the Annual Report for the year ended 30 June 2021."

Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and

(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

If you are a member of the Key Management Personnel of the Company or a closely related party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

==> picture [93 x 25] intentionally omitted <==

RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR LINDSAY DUDFIELD

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, Mr Lindsay Dudfield, being a Director of the Company who retires in accordance with clause 13.2 of the Company's Constitution, be re-elected as a Director of the Company."

RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,469,603 Shares on the terms and conditions as set out in the Explanatory Memorandum."

Voting Exclusion:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• (a) 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

• (b) 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

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

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

RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES – LISTING RULE 7.1A

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,530,397 Shares on the terms and conditions as set out in the Explanatory Memorandum."

Voting Exclusion:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• (a) 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

• (b) 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

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

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

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

==> picture [93 x 25] intentionally omitted <==

RESOLUTION 5 – RATIFICATION OF ISSUE OF OPTIONS TO JOINT LEAD MANAGERS

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of a total of 1,000,000 unlisted Options on the terms and conditions as set out in the Explanatory Memorandum."

Voting Exclusion:

The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who participated in the issue or any associates of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

• (a) 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

• (b) 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

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

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

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

RESOLUTION 6 – APPROVAL OF 10% PLACEMENT FACILITY

To consider and, if thought fit, to pass the following resolution as a special resolution :

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

By Order of the Board.

==> picture [66 x 38] intentionally omitted <==

PATRICIA FARR Company Secretary 23 September 2021

==> picture [93 x 25] intentionally omitted <==

EXPLANATORY MEMORANDUM

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Level 2, 9 Havelock Street, West Perth, Western Australia on Wednesday 24 November 2021 at 10.00am (WST). The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding how to vote on the Resolutions set out in the Notice.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice, and includes the following:

A Proxy Form is located at the end of the Explanatory Memorandum.

Please contact the Company Secretary on 61 8 9321 7550 or enquiry@jindalee.net if you wish to discuss any matter concerning the meeting.

2. ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Voting in Person

A shareholder that is an individual may attend and vote in person at the meeting. If you wish to attend the meeting, please bring the enclosed proxy form to the meeting to assist in registering your attendance and number of votes. Please arrive 20 minutes prior to the start of the meeting to facilitate this registration process.

2.2 Proxies

If you do not wish to attend the meeting, you may appoint a proxy to attend and vote on your behalf. A body corporate may also appoint a proxy. A proxy need not be a shareholder. If a representative of a corporate proxy is to attend the meeting, you must ensure that the appointment of the representative is in accordance with section 250D of the Corporations Act. The corporate representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed. A form of the certificate may be obtained from the Company’s share registry.

You are entitled to appoint up to 2 proxies to attend the meeting and vote on your behalf and may specify the proportion or number of votes that each proxy is entitled to exercise. If you do not specify the proportion or number of votes that each proxy is entitled to exercise, each proxy may exercise half of the votes. If you wish to appoint a second proxy, an additional proxy form may be obtained by telephoning the Company’s share registry or you may copy the enclosed proxy form. To appoint a second proxy, you must follow the instructions on the proxy form.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy, and provide that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the chairman of the meeting, who must vote the proxies as directed.

If the proxy has two or more appointments that specify different ways to vote on a resolution, the proxy must not vote on that resolution on a show of hands.

==> picture [93 x 25] intentionally omitted <==

To be valid, your proxy form (and any power of attorney under which it is signed) must be received at an address given below by 10.00am WST on 22 November 2021. Any proxy form received after that time will not be valid for the scheduled meeting.

A Proxy Form may be lodged in the following ways:

By Mail PO Box 1156, Nedlands, Western Australia, 6909 By Facsimile 61 8 6370 4203 By Hand 110 Stirling Highway, Nedlands, Western Australia, 6009 By Email admin@advancedshare.com.au

Shareholders lodging a Proxy Form are not precluded from attending and voting in person at the meeting.

2.3 Corporate representatives

Shareholders who are body corporate may appoint a person to act as their corporate representative at the Meeting by providing that person with a certificate or letter executive in accordance with the Corporations Act authorising him or her to act as the body corporate representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative.

An appointment of corporate representative form is available from the website of the Company’s share registry (www.advancedshare.com.au).

2.4 Eligibility to vote

The Directors have determined that, for the purposes of voting at the Meeting, Shareholders are those persons who are registered holders of Shares at 4.00pm (WST) on 22 November 2021.

3. ANNUAL REPORT

The first item of the Notice of Meeting deals with the presentation of the 2021 Annual Report, including the Financial Report for the year ended 30 June 2021 together with the Directors’ Declaration and Report in relation to that financial year and the Auditors’ Report on the Company’s financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered. The reports are available on the Company’s website at www.jindalee.net

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company and ask the auditor questions about the conduct of the audit and the preparation and content of the auditor’s report.

The Chair will also provide Shareholders a reasonable opportunity to ask the Company’s auditor questions relevant to:

• the conduct of the audit;

• the preparation and content of the independent audit report;

• the accounting policies adopted by the Company in relation to the preparation of accounts; and

• the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Company’s auditor about:

• the content of the Auditor’s Report to be considered at the Meeting; and

• the conduct of the audit of the annual financial report to be considered at the Meeting, may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company’s registered office.

==> picture [93 x 25] intentionally omitted <==

4. RESOLUTION 1 – REMUNERATION REPORT

In accordance with section 250R(2) of the Corporations Act the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s 2021 Annual Report. Section 250R(3) of the Corporations Act expressly provides that the vote is advisory only and is not binding on the Directors or the Company. The Remuneration Report is set out in the Company’s 2021 Annual Report, a copy of which is available on the Company’s website (www.jindalee.net).

The Remuneration Report sets out the Company’s remuneration arrangements for Directors and senior management of the Company. The Remuneration Report is part of the directors’ report contained in the Annual Financial Report of the Company for the financial year ending 2021.

A reasonable opportunity will be provided at this Meeting for discussion of the Remuneration Report at the Annual General Meeting.

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those annual general meetings on a resolution that a further meeting is held at which all of the Company’s Directors (other than the Managing Director) must go up for re-election (Spill Resolution).

At the Company’s previous annual general meeting, the votes cast against the remuneration report considered at the annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

5. RESOLUTION 2 – RE-ELECTION OF DIRECTOR

Resolution 2 seeks approval for the re-election of Mr Lindsay Dudfield as a Director of the Company with effect from the end of the Meeting.

Mr Dudfield is required to retire pursuant to the rotation of Directors’ rule in clause 13.2 of the Company’s Constitution. That clause provides that at each Annual General Meeting one-third of the Directors (other than Alternate Directors or the Managing Director), or, if their number is not a multiple of three, then the nearest to but not more than one-third of the Directors must retire from office.

Mr Dudfield retires from office in accordance with this requirement and, being eligible, has offered himself for re-election as a Director of the Company.

Details of this candidate are as follows:

Lindsay Dudfield B.Sc (AusIMM) (AIG) Executive Director – Appointed 22 January 1996 Age 64.

Mr Dudfield is a geologist with over 40 years’ experience in multi-commodity exploration, primarily within Australia. He held senior positions with the mineral divisions of Amoco (1977-1979) and Exxon (1980-1987) and was closely involved with the delineation of the Scuddles zinc-copper mine at Golden Grove, WA.

In 1987 he became a founding Director of Dalrymple Resources NL and spent the following 8 years helping acquire and explore Dalrymple’s properties, leading to a number of greenfields discoveries. In late 1994 Mr Dudfield joined the Board of Horizon Mining NL (Jindalee’s predecessor) and has been closely involved with the management of Jindalee since its ASX listing in July 2002 until moving from Managing Director to the role of Executive Director on 28 May 2018.

==> picture [457 x 45] intentionally omitted <==

==> picture [93 x 25] intentionally omitted <==

Mr Dudfield is a member of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists, the Geological Society of Australia and the Society of Economic Geologists. He is also a Nonexecutive Director of Energy Metals Limited and Alchemy Resources Limited.

Board recommendation

The Directors unanimously support the re-election of Mr Dudfield as a Director of the Company (with Mr Dudfield abstaining).

The Chair intends to vote undirected proxies in favour of Resolution 2.

6. RESOLUTIONS 3 AND 4 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

6.1 General

On 22 March 2021, the Company issued 1,469,603 Shares pursuant to the Company’s capacity under ASX Listing Rule 7.1 at an issue price of $1.50 per Share and 4,530,397 Shares pursuant to the Company’s capacity under ASX Listing Rule 7.1A ( Placement Shares ) to raise a total of $9,000,000 (before costs) ( Placement ). The Shares were issued to institutional, sophisticated and professional investors. The Placement was managed jointly by Lead Managers, Blue Ocean Equities and Curran & Co. (refer to section 7.1).

6.2 ASX Listing Rule 7.1, 7.1A and 7.4

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 issue of the Placement Shares does not fit within any of these exceptions and, as it has not yet been approved by Shareholders it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue date.

ASX Listing Rule 7.1A provides that in addition to issues permitted without prior shareholder approval under ASX Listing Rule 7.1, an entity that is eligible and obtains shareholder approval under ASX Listing Rule 7.1A may issue or agree to issue during the period for which the approval is valid, a number of quoted equity securities which represents 10% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period as adjusted in accordance with the formula in ASX Listing Rule 7.1.

Where an eligible entity obtains shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A then any ordinary securities issued under that additional placement capacity will not be counted in variable “A” in the formula in ASX Listing Rule 7.1A; and are counted in variable “E”, until their issue has been ratified under ASX Listing Rule 7.4 and provided that the previous issue did not breach ASX Listing Rule 7.1A) or 12 months has passed since their issue. The Company obtained shareholder approval to increase its placement capacity under ASX Listing Rule 7.1A at the annual General Meeting held on 27 November 2020.

As the issue of the Placement Shares does not fall within any of the specified exceptions to ASX Listing Rule 7.1 and has not yet been approved by Shareholders, it effectively uses up part of the Company’s 15% placement capacity under ASX Listing rule 7.1 and part of the 10% placement capacity under ASX Listing Rule 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval over the 12 month period following the date the Placement Shares were issued.

==> picture [93 x 25] intentionally omitted <==

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 taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that Listing Rule. By ratifying the issue of the Placement Shares, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 and its 10% placement capacity under ASX Listing Rule 7.1A (as applicable), without the requirement to obtain prior shareholder approval.

To this end, Resolutions 3 & 4 seeks Shareholder approval to the issue of Placement Shares under and for the purposes of Listing Rule 7.4.

6.3 Information required by ASX Listing rule 14.1A

If Resolutions 3 & 4 are passed, the Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date of the Placement Shares.

If Resolution 3 & 4 are not passed, the Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date of the Placement Shares.

6.4 Information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of the securities the subject of Resolutions 3 and 4:

6.5 Ratification of Prior Issue of Placement Shares – Listing Rule 7.1 (Resolution 3)

Technical Information required by ASX Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

• (a) the Shares were issued to institutional, sophisticated and professional investors none of whom were related parties of the Company, under the Placement. Blue Ocean Equities and Curran & Co. acted as joint Lead Managers to the Placement;

• (b) a total of 1,469,603 Shares were issued;

• (c) the Shares were issued on 22 March 2021;

• (d) the Shares were issued at an issue price of $1.50 per Share;

• (e) the funds raised from the issue are to be used to further accelerate exploration and development studies at the Company’s McDermitt and Clayton North Lithium Projects (US), advance its Western Australian gold and nickel assets and for general working capital; and

• (f) a voting exclusion statement is included in the Notice.

6.3 Ratification of Prior Issue of Placement Shares –Listing Rule 7.1A (Resolution 4)

Technical Information required by ASX Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

==> picture [93 x 25] intentionally omitted <==

• (a) the Shares were issued to institutional, sophisticated and professional investors none of whom were related parties of the Company, under the Placement. Blue Ocean Equities and Curran & Co. acted as joint Lead Managers to the Placement;

• (b) a total of 4,530,397 Shares were issued;

• (c) the Shares were issued on 22 March 2021;

• (d) the Shares were issued at an issue price of $1.50 per Share;

• (e) the funds raised from the issue are to be used to further accelerate exploration and development studies at the Company’s McDermitt and Clayton North Lithium Projects (US), advance its Western Australian gold and nickel assets and for general working capital; and

• (f) a voting exclusion statement is included in the Notice.

Board recommendation

The Directors unanimously recommend that shareholders vote in favour of Resolutions 3 and 4.

The Chair intends to vote undirected proxies in favour of Resolutions 3 and 4.

7. RESOLUTION 5 – RATIFICATION OF ISSUE OF OPTIONS TO JOINT LEAD MANAGERS

7.1 Background

On 15 March 2021 the Company announced it had raised $9 million through a Placement managed jointly by Blue Ocean Equities and Curran & Co., ( Lead Managers ). In accordance with the lead manager mandate ( Mandate ), and as announced to ASX on 15 March 2021, the fee payable to the Lead Managers for their services was a fee of 5% of proceeds raised under the Placement and a total of 1,000,000 Options to be split equally between the Lead Managers (500,000 Options to each Lead Manager) ( Lead Manager Options ).

As summarised in section 6.2 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholder over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.

The issue of the Lead Manager Options does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively used up party of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further securities without Shareholder approval under Listing rule 7.1 for the 12 month period following the date of the issue of the Lead Manager Options.

The Company wishes to maintain 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. Accordingly, Resolution 5 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Lead Manager Options.

If Resolution 5 is passed, the lead Manager Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue with out Shareholder approval of the 12 period following the issue of the Lead Manager Options.

If Resolution 5 is not passed, the Lead Manager Options will be included in calculating the Company’s 15% limit in 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 date of issue of the Lead Manager Options.

==> picture [93 x 25] intentionally omitted <==

7.2 Technical Information required by ASX Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

• (a) the Lead Manager Options were issued each to Blue Ocean Equities and Curran & Co., as Joint Lead Managers in respect of the Placement. Neither Blue Ocean Equities or Curran & Co., are a related party of the Company;

• (b) a total of 1,000,000 Lead Manager Options were issued, 500,000 each to Blue Ocean Equities and Curran & Co.

• (c) the Lead Manager Options have an exercise price of $3.50 and expire on 24 March 2024 and are otherwise on the terms and conditions as set out in Schedule 2;

• (d) the Options were issued on 22 March 2021;

• (e) the Options were issued as consideration for the services provided by the Joint Lead Managers with respect to the Placement, and no funds were raised from the issue. Funds raised from exercising the Lead Manager Options will be used to fund subsequent exploration activities and for general working capital purposes;

• (f) the Options were issued in accordance with the Mandate, the key terms of which are outlined in section 7.1 above. Other than as disclosed, there are no other material terms of Mandate, which included standard terms including warranties, representations, indemnities and termination events; and

• (g) a voting exclusion statement is included in the Notice.

Board Recommendation

The Directors recommend that shareholders vote in favour of Resolution 5.

The Chair intends to vote undirected proxies in favour of Resolution 5.

8. RESOLUTION 6 – APPROVAL OF 10% PLACEMENT FACILITY

8.1 General

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.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% ( 10% Placement Facility ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

Resolution 6 seeks shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without shareholder approval.

If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further shareholder approval.

==> picture [93 x 25] intentionally omitted <==

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities and will remain subject to the 15% limit on issuing Equity Securities without shareholder approval set out in Listing Rule 7.1.

Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the period of the approval, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where:

‘A’ is the number of Shares on issue 12 months immediately preceding the date of issue or agreement (“relevant period”):

• (A) plus the number of Shares issued in the 12 months under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;

• (B) plus the number of Shares issued in the relevant period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:

  • (1) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

  • (2) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

• (C) plus the number of Shares issued in the relevant period under an agreement to issue Shares within Listing Rule 7.2 exception 16 where:

  • (1) the agreement was entered into before the commencement of the relevant period; or

  • (2) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4;

• (D) plus the number of any other Shares issued in the relevant period with approval under Listing Rule 7.1 or Listing Rule 7.4;

• (E) less the number of Shares cancelled in the relevant period.

• ‘D’ is 10%

• ‘E’ is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by Shareholders under Listing Rule 7.4.

Note that ‘A’ has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

==> picture [93 x 25] intentionally omitted <==

8.2 Technical Information required by ASX Listing Rule 7.3A

• (a) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;

• (ii) the time and date of the Company’s next annual general meeting; or

• (iii) the time and date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

• (b) Minimum Issue Price

Any Equity Securities issued under Listing Rule 7.1A must be in an existing class of quoted Equity Securities and issued for a cash consideration per security that is not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (c) Use of funds raised

The Company intends to use funds raised from the issue of any Equity Securities issued under Listing Rule 7.1A towards the ongoing costs associated with the exploration of its existing projects and to investigate additional acquisitions to complement these projects. Funds raised will be used to meet cash payments in connection with these projects or any additional acquisitions, while also being used to fund subsequent exploration activities associated with any new acquisitions.

• (d) Statement of risk of economic and voting dilution

If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for those Equity Securities on the issue date.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

==> picture [93 x 25] intentionally omitted <==

The table also shows:

• (iii) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (iv) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable ‘A’ in Listing Rule* 7.1A2**			Issue Price
		$1.25 50% decrease in Issue Price	$2.49 Issue Price	$4.98 100% increase in Issue Price
Current Variable A 53,953,966 Shares	10% voting dilution	5,395,396 Shares	5,395,396 Shares	5,395,396 Shares
	Funds raised	$6,717,268	$13,434,536	$26,869,072
50% increase in current Variable A 80,930,949 Shares	10% voting dilution	8,093,094 Shares	8,093,094 Shares	8,093,094 Shares
	Funds raised	$10,075,902	$20,151,804	$40,303,608
100% increase in current Variable A 107,907,932 Shares	10% voting dilution	10,790,793 Shares	10,790,793 Shares	10,790,793 Shares
	Funds raised	$13,434,537	$26,869,074	$53,738,149

*The number of Shares on issue (variable ‘A’ in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro rata rights issue) or that are issued with Shareholder approval under Listing Rule 7.1.

The table has been prepared on the following assumptions:

• (i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) No Options are exercised into Shares before the date of the issue of the Equity Securities.

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued Share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

• (v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

==> picture [93 x 25] intentionally omitted <==

• (vii) The issue price is $2.49, being the last closing price of the Shares on ASX as at 23 September 2021.

• (e) Allocation Policy for issues under Listing Rule 7.1A

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the recipients of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

The recipients under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

• (f) The Company previously obtained approval from its Shareholders pursuant to ASX Listing Rule 7.1A at its annual general meeting held on 27 November 2020 ( Previous Approval ). The Company has issued 4,530,397 Equity Securities pursuant to the Previous Approval in the 12 months preceding the date of the Meeting, representing 10% of the total number of Equity Securities on issue at the commencement of that 12 month period:

Date of issue:	22 March 2021
Number of equitysecurities issued:	4,530,397
Class of equitysecurity:	Shares
Summary of the terms of the class of equitysecurity:	Fully paid ordinary shares
Names of persons to whom the equity securities were issued or on the basis on which thosepersons were determined:	Institutional, sophisticated and professional investors none of whom were related parties of the Company
Price at which the equity securities were issued:	$1.50 per Share
Discount of price to closing market price (if any):	1.3% discount to closing market price and 10% discount to 15 dayVWAP.
Total cash consideration received:	$6,795,595.50
Amount of cash consideration spent and its use:	Nil
Intended use of remaining cash consideration:	Further exploration and development studies at McDermitt and Clayton North (USA), exploration programs on Western Australian exploration assets andgeneral workingcapital.

(g) At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities.

Resolution 6 is a special resolution.

==> picture [93 x 25] intentionally omitted <==

Board recommendation

The Directors recommend that shareholders vote in favour of Resolution 6.

==> picture [93 x 25] intentionally omitted <==

Schedule 1

The following terms have the following meanings in this Explanatory Memorandum:

10% Placement Facility	Has the meaning given in section 8.1 of this Explanatory Memorandum.	Has the meaning given in section 8.1 of this Explanatory Memorandum.
10% Placement Period	Has the meaning given in section 8.2(a) of this Explanatory Memorandum.
Annual General Meetingor MeetingorAGM	Annual General Meeting of Shareholders or any meeting adjourned thereof, convened by the Notice.
Annual Report	The Company’s annual report including the reports of the Directors and the auditor and the financial statements of the Company of the year ended 30 June 2021 which can be downloaded from the Company’s website atwww.jindalee.net.
ASX	ASX Limited, or the Australian Securities Exchange,	as the context requires.
ASX Listing RulesorListing Rules	The Listing Rules of the ASX.
Board	The board of Directors of the Company.
Chair	The chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel	 a spouse or child of the member;  a child of the member’s spouse;  a dependent of the member or the member’s spouse;  anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;  a company the member controls; or  apersonprescribed bythe Corporations Regulations 2001(Cth).
CompanyorJindalee	Jindalee Resources Limited ACN 064 121 133.
Constitution	The Company’s constitution.
Corporations Act	The_Corporations Act 2001 (Cth)._
Director	A director of the Company.
Equity Securitiesorequity securities	Has the same meaning given in the Listing Rules.
Explanatory Memorandum	This explanatory memorandum which accompanies and forms part of the Notice.
Key Management Personnel	Those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise).
Notice	This notice of meeting.
Option	An option to acquire a Share.
Proxy Form	The proxy form accompanying this Notice.
Remuneration Report	The remuneration report set out in the Directors’ Report section of the Company’s annual financial report for the year ended 30 June 2021.
Resolution	A resolution referred to in the Notice of Meeting.

==> picture [93 x 25] intentionally omitted <==

Securities	A Share or an Option.
Share	A fully paid ordinary share in the capital of the Company.
Shareholder	A registered holder of a Share.
Trading Day	A day determined by ASX to be a trading day in accordance with the Listing Rules.
VWAP	Volume weighted average price as defined in the Listing Rules.
WST	Western Standard Time.
2021 Annual Report	The financial statements of the Company and the reports of the Directors and Auditors for the financial year ended 30 June 2021.

==> picture [93 x 25] intentionally omitted <==

Schedule 2 – Terms and conditions of Options issued to Joint Lead Managers

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

• (a) Each Option gives the Optionholder the right to subscribe for one Share.

• (b) The Options will expire at 5.00pm (WST) on 22 March 2024 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of each Option will be $3.50 per Option.

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

(Exercise Notice).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h) The Options may be transferable subject to Board approval and compliance with the Corporations Act and the ASX Listing Rules (where applicable).

• (i) All Shares issued upon the exercise of Options will upon issue rank pari passu in all respects with other Shares.

• (j) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares issued pursuant to the exercise of Options on ASX on or before the issue date of those Shares. To the extent any Shareholder or regulatory approval is required by the Company for the issue of any Shares the subject of any exercise notice (Approval), the Company shall use its best endeavours to seek the Approval and upon receipt, the Company will issue the relevant Shares within five (5) Business Days following Approval.

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

• (l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

• (m) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

LODGE YOUR PROXY APPOINTMENT ONLINE

==> picture [238 x 62] intentionally omitted <==

ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

2021 ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Jindalee Resources Limited and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of the  PLEASE NOTE: If you leave the section blank, OR Meeting the Chair of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at Level 2, 9 Havelock Street, West Perth, Western Australia, 6005 on 24 November 2021 at 10.00am (WST) and at any adjournment or postponement of that Meeting.

Chair’s voting intentions in relation to undirected proxies: The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1(except where I/we have indicated a different voting intention below) even though this resolution is connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.

VOTING DIRECTIONS

	VOTING DIRECTIONS
	Resolutions For Against	Abstain*
	1 Remuneration Report (Non-Binding) ◼ ◼	◼
STEP 2	2 Re-Election of Director – Mr Lindsay Dudfield ◼ ◼ 3 Ratification of prior issue of Placement Shares – Listing Rule 7.1 ◼ ◼ 4 Ratification of prior issue of Placement Shares – Listing Rule 7.1A ◼ ◼	◼ ◼ ◼
	5 Ratification of issue of Options to Joint Lead Managers – Listing Rule 7.1 ◼ ◼	◼
	6 Approval of 10% Placement Facility ◼ ◼	◼
	* If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. 
	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
STEP 3	Sole Director and Sole Company Secretary Director/CompanySecretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, all the shareholders should sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
	Email Address
	Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend
	remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form shows your address as it appears on Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write that person’s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS – PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution 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 resolution 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 a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or a certified photocopy of the Power of Attorney to this form when you return it. Companies:

Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

LODGE YOUR PROXY FORM

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Company’s key management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolution 1, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolution 1.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete any of the boxes “For”, “Against” or “Abstain” opposite that resolution), the Chair may vote as they see fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10.00am (WST) on 22 November 2021, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.

==> picture [11 x 11] intentionally omitted <==

ONLINE PROXY APPOINTMENT www.advancedshare.com.au/investor-login

==> picture [11 x 11] intentionally omitted <==

BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909 BY FAX +61 8 6370 4203 BY EMAIL admin@advancedshare.com.au IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

==> picture [11 x 11] intentionally omitted <==

==> picture [11 x 11] intentionally omitted <==

==> picture [11 x 11] intentionally omitted <==

==> picture [11 x 11] intentionally omitted <==

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.