KGL RESOURCES LIMITED — AGM Information 2025

Oct 26, 2025

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2025 Notice of Annual General Meeting

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Annual General Meeting

27 October 2025

Dear Shareholder,

I am pleased to announce that the Annual General Meeting of KGL Resources Limited ACN 082 658 080 ( Company or KGL ) will be held on 28 November 2025 at 10 am (AEST) at Christie Conference Centre, 320 Adelaide Street, Brisbane, Queensland, 4000.

Notice of Meeting

In accordance with section 110D(1) of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting unless a Shareholder has made a valid election to receive such documents in hard copy. Instead, the Notice of Meeting can be viewed and downloaded from the KGL website at https://www.kglresources.com.au.

Attending and voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the Annual General Meeting in person are asked to arrive at the venue prior to the time designated for the Annual General Meeting to register their attendance. For any appointment of attorney to be effective, a certified copy of the power of attorney, or the original power of attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.

Attendance

Shareholders and proxyholders will be able to watch (as an observer only) the AGM proceedings online without the ability to participate the poll . This is a method of observation only and is not an alternative for Shareholders attending the Meeting in-person. Details on how to join will be released to ASX prior to the Annual General Meeting.

Shareholders are invited to submit questions in advance of the Annual General Meeting to admin@kglresources.com.au.

Voting by way of poll

All voting at the Annual General Meeting will be conducted by way of poll. Shareholders unable to attend the AGM are encouraged to lodge a directed proxy in accordance with the lodgement instructions set out in the Notice of Meeting (which includes the ability to lodge proxies electronically). Proxies must be received by the Company’s share registry by no later than 10 am (AEST)26 November 2025.

Yours sincerely,

Jeff Gerard Chairman

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a NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that the ANNUAL GENERAL MEETING of Shareholders of KGL Resources Limited ACN 082 658 080 ( Company or KGL ) will be held on 28 November 2025 at 10 am (AEST) at Christie Conference Centre, 320 Adelaide Street, Brisbane, Queensland, 4000.

ORDINARY BUSINESS

Reports

To receive and consider the financial report, the directors’ report and the auditor’s report of the Company for the period ended 30 June 2025.

Resolution 1 Re-election of director, Mr. Brian Gell

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

“That Mr. Brian Gell, a director of the Company who retires in accordance with rule 13.5(d)(i) of the Constitution, and (being eligible) offers himself for re-election as a director of the Company, is re-elected as a director of the Company.”

Note : Information about this candidate appears in the Explanatory Memorandum.

Resolution 2 Re-election of director, Mr. Ferdian Purnamasidi

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

“That Mr. Ferdian Purnamasidi, a director of the Company who retires in accordance with rule 13.5(d)(i) of the Constitution, and (being eligible) offers himself for re-election as a director of the Company, is re-elected as a director of the Company.”

Note : Information about this candidate appears in the Explanatory Memorandum.

Resolution 3 Remuneration Report

To consider and, if thought fit, pass the following resolution under section 250R of the Corporations Act 2001 (Cth) ( Corporations Act ):

“That the Remuneration Report set out in the Annual Report (as part of the directors’ report) for the period ended 30 June 2025 be adopted.”

Note : This resolution shall be determined under section 250R(2) of the Corporations Act. This resolution is advisory only and does not bind the directors of the Company or the Company. Votes must not be cast on this resolution by Key Management Personnel or their Closely Related Parties in contravention of section 250R or 250BD of the Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.

BY ORDER OF THE BOARD

Kylie Anderson Company Secretary 27 October 2025

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Voting exclusion statement

Corporations Act

Resolution 3: Remuneration Report

The Company will disregard votes cast on the resolution (in any capacity) by or on behalf of a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related Party of such a member. However, members of the Key Management Personnel details of whose remuneration are included in the Remuneration Report and their Closely Related Parties may cast a vote on the resolution as proxy if the vote is not cast on their behalf and either: • the proxy appointment is in writing and specifies the way the proxy is to vote on the resolution; or • the vote is cast by the Chair of the AGM and the appointment of the Chair of the AGM as proxy: o does not specify the way the proxy is to vote on the resolution; and o expressly authorises the Chair of the AGM to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. If you are a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report or a Closely Related Party of such a member (or acting on behalf of such a person) and purport to cast a vote on the resolution that will be disregarded by the Company, you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

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Notes

1. Shareholders are invited to submit questions in advance of the Annual General Meeting to admin@kglresources.com.au.

2. Subject to the Corporations Act, including sections 250R and 250BD of the Corporations Act, a Shareholder who is entitled to attend and cast a vote at the Annual General Meeting is entitled to appoint a proxy.

3. All voting at the Annual General Meeting will be conducted by way of a poll.

4. The Company has determined under regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that for the purpose of determining entitlement to vote and attend the Annual General Meeting or any adjourned meeting, securities are taken to be held by the persons who hold them as registered Shareholders at 7 pm (AEST) on 26 November 2025. Accordingly, share transfers registered after this time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

5. The proxy of a Shareholder does not need to be a Shareholder.

6. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of the Shareholder’s votes each proxy is entitled to exercise. If the appointment does not specify the proportion or number of the Shareholder’s votes, each proxy may exercise one half of those votes.

7. Shareholders unable to attend the AGM are encouraged to lodge a directed proxy in accordance with the lodgement instructions set out in the Notice of Meeting (which includes the ability to lodge proxies electronically). A proxy form accompanies this Notice of Meeting and, to be effective, must be received by the Company’s share registry no later than 10 am (AEST) on 26 November 2025.

8. If you appoint the Chair of the AGM as your proxy and you do not direct him/her how to vote on a resolution, then you expressly authorise him/her to vote your undirected proxies at his/her discretion. Subject to the Corporations Act, including sections 250R and 250BD of the Corporations Act, the Chair of the AGM intends to vote all available undirected proxies FOR each resolution. However, if you appoint a member of the Key Management Personnel as your proxy in respect of resolution 3 you MUST direct your proxy how to vote, or otherwise your vote will not be counted. Follow the instructions on the proxy form to direct your proxy how to vote.

9. If you have any queries on how to cast your vote, please call MUFG Corporate Markets (AU) Limited ACN 083 214 537 on +61 1300 554 474 during business hours.

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Explanatory Memorandum

Introduction

This Explanatory Memorandum should be read in conjunction with the Notice of Meeting to which this Explanatory Memorandum is attached and forms part of. Please take the time to read through this document.

Financial reports

Whilst the Corporations Act requires the financial report, the directors’ report and the auditor’s report of the Company for the period ended 30 June 2025 to be laid before the Annual General Meeting, neither the Corporations Act nor the Constitution requires Shareholders to vote on, approve or adopt those reports.

Shareholders will, however, have a reasonable opportunity at the Annual General Meeting to raise questions on those reports. Each Shareholder will have had access to a copy of the Annual Report, which contains the financial report, the directors’ report and the auditor’s report of the Company for the period ended 30 June 2025.

In addition to asking questions at the Annual General Meeting, Shareholders may address written questions to the Chair of the AGM about the management of the Company or to the Company’s auditor, BDO Audit Pty Ltd ACN 134 022 870 ( BDO ), if the question is relevant to:

1. the content of the auditor’s report to be considered at the Annual General Meeting; or

2. the conduct of the audit of the annual financial report to be considered at the Annual General Meeting.

Under section 250PA(1) of the Corporations Act, a Shareholder must submit questions to the Company no later than the fifth business day before the day on which the Annual General Meeting is held. Written questions for the auditor must therefore be delivered by 5 pm (AEST) on 21 November 2025. Please send any written questions for BDO to admin@kglresources.com.au or to the Company’s offices, addressed to the attention of the Company Secretary, at Level 5, 167 Eagle Street, Brisbane, Queensland, 4000.

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Resolution 1

Re-election of director, Mr. Brian Gell

Rule 13.5(d)(i) of the Constitution requires that a re-election of directors of the Company occur at each annual general meeting of the Company, whereby two directors of the Company (given there are currently three directors on the Board) must retire from office.

Mr. Brian Gell therefore retires pursuant to rule 13.5(d)(i) of the Constitution, and offers himself for re-election as director of the Company in accordance with the Constitution.

Mr. Gell has over 40 years’ experience in the construction industry, having delivered projects in civil and municipal infrastructure, ferrous and non-ferrous metal minerals processing, and the petrochemical, mining and industrial sectors. Mr. Gell’s responsibilities have included project management, business development, contract negotiations and leading business units charged with delivery of mineral processing plants and related facilities. Mr. Gell’s career has included roles as General Manager for Mining and Metals – Eastern Region for Ausenco, and Director of Projects for QCoal, as well as positions with Leighton Asia and Leighton Contractors. In 2014, Mr. Gell established a company providing management advisory services in the areas of civil infrastructure, mining infrastructure, contract mining and process plant design, construction, commissioning and operations.

The directors of the Company, with Mr. Gell abstaining, recommend that Shareholders vote in favour of the re-election of Mr. Gell.

Resolution 2

Re-election of director, Mr. Ferdian Purnamasidi

Rule 13.5(d)(i) of the Constitution requires that a re-election of directors of the Company occur at each annual general meeting of the Company, whereby two directors of the Company (given there are currently three directors on the Board) must retire from office.

Mr. Ferdian Purnamasidi therefore retires pursuant to rule 13.5(d)(i) of the Constitution, and offers himself for re-election as director of the Company in accordance with the Constitution.

Mr. Purnamasidi was appointed to the board on 26 April 2016 and is an executive at the Salim Group and a representative for KMP Investments Pte. Ltd., a subsidiary of Salim Group. Mr. Purnamasidi is responsible for managing the Salim Group’s investments in Australia. The Salim Group is a diversified multinational business group which owns various interests in mining, food products, agribusiness, retail, automobile, banking and financial and property sectors. Mr. Purnamasidi is also the Managing Director of Mach Energy Australia Pty Ltd ACN 608 495 441 which owns the world-class Mt Pleasant coal operation in the Hunter Valley region, New South Wales.

Mr. Purnamasidi graduated with a Bachelor of Commerce from the Curtin University of Western Australia.

The directors of the Company, with Mr. Purnamasidi abstaining, recommend that Shareholders vote in favour of the re-election of Mr. Purnamasidi.

Resolution 3 Remuneration Report

Section 300A of the Corporations Act requires that the directors’ report include a separately identified section addressing the remuneration of Key Management Personnel. Listed entities are further required under section 250R of the Corporations Act to submit the Remuneration Report for adoption at the Annual General Meeting.

The Remuneration Report is set out in the Annual Report, which was released to ASX on 26 September 2025.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to directors and specified executives of the Company and sets out remuneration details for each director and specified executive of the Company.

As detailed in the Remuneration Report, the Board believes that the remuneration granted to directors and specified executives of the Company is in line with the current employment market and a reflection of the current commodity market conditions.

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Shareholders will be asked to vote at the Annual General Meeting on the resolution to adopt the Remuneration Report. The Chair of the AGM will give Shareholders a reasonable opportunity for discussion of the Remuneration Report at the Annual General Meeting.

The resolution of Shareholders is advisory only and does not bind the directors of the Company or the Company. The Board will continue to monitor the progress of the Company’s projects and exploration activities in relation to the appropriateness of the remuneration of the Board and members of the Key Management Personnel.

As the resolution relates to matters including the remuneration of the directors of the Company, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) of the Corporations Act, abstains from making a recommendation regarding this resolution.

GLOSSARY OF TERMS

“AEST” means Australian Eastern Standard Time.

“Annual General Meeting or AGM” means the Company’s annual general meeting the subject of this Notice of Meeting.

“Annual Report” means the 2025 annual report of the Company.

“ASX” means ASX Limited ACN 008 624 691.

“ASX Listing Rules” means the listing rules of ASX.

“BDO” has the meaning given to that term in the Explanatory Memorandum.

“Board” means the board of directors of the Company.

“Closely Related Party” has the meaning given to that term in the Corporations Act.

“Company or KGL” means KGL Resources Limited ACN 082 658 080.

“Constitution” means the constitution of the Company adopted on 26 May 2011.

“Corporations Act” means Corporations Act 2001 (Cth).

“Explanatory Memorandum” means the explanatory statement accompanying the resolutions contained in this Notice of Meeting.

“Key Management Personnel” means 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) of the Company.

“Notice of Meeting” means this notice of meeting and includes the Explanatory Memorandum.

“Remuneration Report” means the section of the directors’ report for the period ended 30 June 2025 that is included under section 300A(1) of the Corporations Act.

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

“Shareholder” means a holder of a Share.

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KGL Resources Limited ABN 52 082 658 080

LODGE YOUR VOTE

ONLINE  https://au.investorcentre.mpms.mufg.com

BY MAIL  KGL Resources Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX +61 2 9287 0309

 BY HAND MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

 ALL ENQUIRIES TO Telephone: 1300 554 474

PROXY FORM

I/We being a member(s) of KGL Resources Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act 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 the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (AEST) on Friday 28 November 2025 at Christie Conference Centre, 320 Adelaide St, Brisbane, QLD, 4000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolution 3: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 3, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T .

Resolutions

For Against Abstain * 1 Re-election of director, Mr. Brian Gell 2 Re-election of director, Mr. Ferdian Purnamasidi

3 Remuneration Report

 * If you mark the Abstain box for a particular Item, 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) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may 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).

KGL PRX2504C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the 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. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (AEST) on Wednesday, 26 November 2025, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

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

ONLINE 

https://au.investorcentre.mpms.mufg.com

Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

BY MOBILE DEVICE QR Code

Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

https://au.investorcentre.mpms.mufg.com

You may direct your proxy how to vote by placing a mark in 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 they choose. If you mark more than one box on an item your vote on that item will be invalid.

into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.



BY MAIL

KGL Resources Limited

APPOINTMENT OF A SECOND PROXY

C/- MUFG Corporate Markets (AU) Limited 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 Locked Bag A14 additional Proxy Form may be obtained by telephoning the Company’s Sydney South NSW 1235 share registry or you may copy this form and return them both together. Australia To appoint a second proxy you must:  BY FAX

(a) on each of the first Proxy Form and the second 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

+61 2 9287 0309

 BY HAND

delivering it to MUFG Corporate Markets (AU) Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

• (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

*During business hours Monday to Friday (9:00am - 5:00pm)

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach 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 also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be received at support@cm.mpms.mufg.com prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.

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