LEGEND MINING LIMITED — AGM Information 2023

Mar 15, 2023

LEGEND MINING LIMITED ABN 22 060 966 145

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting

5 May 2023

Time of Meeting 3.00 pm (WST)

Place of Meeting

The Celtic Club 48 Ord Street, West Perth WA 6005

The Directors strongly encourage all Shareholders to lodge Proxy Forms prior to the Meeting, by no later than 3.00pm (WST) on Wednesday, 3 May 2023.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at www.legendmining.com.au.

The Company has determined that all resolutions will be decided on a poll.

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

The 2022 Annual Report may be viewed on ASX and on the Company’s website at www.legendmining.com.au

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Legal/81498287_5

LEGEND MINING LIMITED ABN 22 060 966 145

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Legend Mining Limited ( Company ) will be held at The Celtic Club 48 Ord Street, West Perth WA 6005 on 5 May 2023 at 3.00pm (WST) for the purpose of transacting the following business. The Explanatory Memorandum provides additional information on matters to be considered at the Annual General Meeting. The attached proxy form and Explanatory Memorandum form part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum are defined in the Glossary.

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company, containing the Directors' report, the remuneration report and auditor's reports for the financial year ended 31 December 2022.

RESOLUTION 1 – ELECTION OF MS HILARY MACDONALD AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

“That, for the purpose of Listing Rules 14.4 and 14.5 and articles 7.3(i) and 7.3(j) of the Constitution and for all other purposes, Ms Hilary Macdonald, who was appointed by the Directors in accordance with article 7.2(b) of the Constitution on 6 September 2022, retires as a Director, and being eligible, having offered herself for election, is elected as a Director.”

RESOLUTION 2 – RE-ELECTION OF MR OLIVER KIDDIE AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution :

“That, for the purpose of Listing Rules 14.5 and article 7.3(c) of the Constitution and for all other purposes, Mr Oliver Kiddie, who retires by rotation as a Director, and being eligible, having offered himself for election, is re-elected as a Director.”

RESOLUTION 3 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution :

“That, for the purpose of section 250R(2) of the Corporations Act, and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum.”

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.

ote: The vote on this Resolution is advisory only and does not bind the Directors or the Company.	ote: The vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Prohibition: In accordance with section 250BD of the Corporations Act, 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 a
	Closely Related Party of such a member; or
(b)	a person appointed as a proxy, where that person is either a member of Key Management Personnel or a Closely Related
	Party of such 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.

RESOLUTION 4 – ADOPTION OF EMPLOYEE INCENTIVE PLAN

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 7.2 (Exception 13) and for all other purposes, Shareholders approve the Employee Incentive Plan and for the grant of Employee Incentives under the Employee Incentive Plan, on the terms and conditions in the Explanatory Memorandum.”

Legend Mining Limited Annual General Meeting 5 May 2023

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is eligible to participate in the Employee Incentive Plan or any associates of that person or those persons.

However, this does not apply to a vote cast in favour of a 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.

Voting Prohibition : In accordance with section 250BD of the Corporations Act, 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 a Closely Related Party of such a member; or

• (b) a person appointed as a proxy, where that person is either a member of Key Management Personnel or a Closely Related Party of such 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.

RESOLUTION 5 – APPROVAL OF GRANT OF DIRECTOR OPTIONS TO MR MARK WILSON

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 section 208 of the Corporations Act and for all other purposes, Shareholders approve and authorise the Company to issue 20,000,000 Director Options to Mr Mark Wilson, the proposed Executive Chair of the Board at the conclusion of the Meeting, (and/or his nominee) for nil consideration on the terms and conditions as set out in the Explanatory Memorandum.”

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Wilson (and/or his nominee) and any other person will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities) or as associates of that person or persons.

However, this does not apply to a vote cast in favour of a 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.

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Legend Mining Limited Annual General Meeting 5 May 2023

Voting Prohibition: In accordance with section 250BD of the Corporations Act, 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
a Closely Related Party of such a member; or
(b) a person appointed as a proxy, where that person is either a member of Key Management Personnel or a Closely Related
Party of such 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.
Further, in accordance with section 224 of the Corporations Act, the Company will disregard any votes cast on this Resolution (in any
capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given or an
associate of such a related party.
However, the Company need not disregard a vote if:
(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
(b) it is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given
or an associate of such related party.

RESOLUTION 6 – APPROVAL OF GRANT OF DIRECTOR OPTIONS TO MR OLIVER KIDDIE

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 section 208 of the Corporations Act and for all other purposes, Shareholders approve and authorise the Company to issue 40,000,000 Director Options to Mr Oliver Kiddie, the proposed Managing Director at the conclusion of the Meeting, (and/or his nominee) for nil consideration on the terms and conditions as set out in the Explanatory Memorandum.”

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Kiddie (and/or his nominee) and any other person will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities) or as associates of that person or persons.

However, this does not apply to a vote cast in favour of a 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.

Voting Prohibition: In accordance with section 250BD of the Corporations Act, 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
a Closely Related Party of such a member; or
(b) a person appointed as a proxy, where that person is either a member of Key Management Personnel or a Closely Related
Party of such 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.
Further, in accordance with section 224 of the Corporations Act, the Company will disregard any votes cast on this Resolution (in any
capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given or an
associate of such a related party.
However, the Company need not disregard a vote if:
(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and
(b) it is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given
or an associate of such related party.

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Legend Mining Limited Annual General Meeting 5 May 2023

RESOLUTION 7 – APPROVAL OF GRANT OF DIRECTOR OPTIONS TO MS HILARY MACDONALD

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 section 208 of the Corporations Act and for all other purposes, Shareholders approve and authorise the Company to issue 5,000,000 Director Options to Ms Hilary Macdonald (and/or her nominee) for nil consideration on the terms and conditions as set out in the Explanatory Memorandum.”

Note: If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Ms Macdonald (and/or her nominee) and any other person will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities) or as associates of that person or persons.

However, this does not apply to a vote cast in favour of a 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.

Voting Prohibition : In accordance with section 250BD of the Corporations Act, 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 a Closely Related Party of such a member; or

• (b) a person appointed as a proxy, where that person is either a member of Key Management Personnel or a Closely Related Party of such 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

• (iii) 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.

Further, in accordance with section 224 of the Corporations Act, the Company will disregard any votes cast on this Resolution (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given or an associate of such a related party.

However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and (b) it is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such related party.

RESOLUTION 8 – SECTION 195 APPROVAL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve the transactions contemplated in Resolutions 5 to 7 (inclusive)."

OTHER BUSINESS

To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act.

EXPLANATORY MEMORANDUM

The accompanying Explanatory Memorandum forms part of this Notice of Annual General Meeting and should be read in conjunction with it.

Shareholders are specifically referred to the Glossary in the Explanatory Memorandum which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Memorandum.

Capitalised terms used in this Notice of Annual General Meeting and the Explanatory Memorandum are defined in the Glossary.

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Legend Mining Limited Annual General Meeting 5 May 2023

PROXIES

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a “proxy”) to vote in their place. All Shareholders are invited and encouraged to participate in the Meeting (see details below) or, if they are unable to attend, sign and return the Proxy Form to the Company in accordance with the instructions on the form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person (subject to the voting exclusions detailed in the Notice).

Please note that:

• a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• a proxy need not be a member of the Company;

• a member may appoint a body corporate or an individual as its proxy; and

• a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy forms for the meeting should be lodged before 3.00 pm (WST) on 3 May 2023:

• by email to admin@advancedshare.com.au

• in person at 110 Stirling Highway, Nedlands WA, Australia 6009

• by post to PO Box 1156 Nedlands WA, Australia 6909

• by facsimile +61 8 6370 4203

• by online lodgement: https://www.advancedshare.com.au/Investor-Login

If you are a beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the form of proxy or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company determines that members holding Shares at 5.00 pm (WST) on 3 May 2023 will be entitled to participate and vote at the Meeting.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company, before the Meeting.

REVOCATION OF PROXIES

A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law.

ATTENDANCE AT MEETING

The Company has determined that Shareholders may participate in the Meeting by attending in person.

If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX Market Announcements Platform and on the Company’s website at www.legendmining.com.au.

Shareholders can also submit any questions in advance of the Meeting by emailing the questions to info@legendmining.com.au by no later than 5.00 PM (WST) 3 May 2023.

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Legend Mining Limited Annual General Meeting 5 May 2023

VOTING OF PROXIES

The Proxy Form accompanying this Explanatory Memorandum confers discretionary authority upon the proxy with respect to any amendments or variations to the matters identified in the Notice of Meeting and any other matters that may properly come before the Meeting.

Shareholders must mark the boxes directing its proxy how to vote. If no voting instructions are indicated on the appointment of proxy form, the proxy will be voted as recommended by management or as the proxyholder sees fit (in the latter case, if management is not appointed as proxy).

By order of the Board

==> picture [148 x 53] intentionally omitted <==

________ Tony Walsh, Company Secretary

Dated: 16 March 2023

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Legend Mining Limited Annual General Meeting 5 May 2023

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for Shareholders in connection with the business to be conducted at the Annual General Meeting of the Company to be held at The Celtic Club 48 Ord Street, West Perth WA 6005 on 5 May 2023 commencing at 3.00pm (WST).

The purpose of this Explanatory Memorandum is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Memorandum should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Memorandum are defined in the Glossary.

FINANCIAL STATEMENTS AND REPORTS

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the financial report, the Directors' report and the auditor's report for the financial year ended 31 December 2022.

There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered a reasonable opportunity to:

• discuss the Annual Report which is available online from the Company’s website www.legendmining.com.au;

• ask questions about, or comment on, the management of the Company; and

• ask the auditor questions about the conduct of the audit, the preparation and content of the auditor’s report, accounting policies adopted by the Company in relation to the preparation of the financial statements 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 Chair about the management of the Company, or to the Company’s auditor about:

• the content of the auditor’s report; and

• the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

RESOLUTION 1 – ELECTION OF HILARY MACDONALD AS A DIRECTOR

1.1 General

Ms Hilary Macdonald was appointed as a Non-Executive Director in accordance with article 7.2(b) of the Constitution on 6 September 2022.

Listing Rule 14.4 provides that any director of a company appointed as an additional director may hold office until the next annual general meeting of the company and is then eligible for election as a director. In addition, Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting (at least one director must stand for election or re-election).

Pursuant to article 7.3 (i) of the Constitution, any Director appointed pursuant to article 7.2(b) since the last annual general meeting holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

These requirements for a Director to retire do not apply to a Managing Director.

Article 7.3 (j) of the Constitution states that a retiring Director pursuant to articles 7.2(b) and 7.3(i) shall be eligible for election.

Accordingly, Resolution 1 provides that Ms Macdonald will retire at this Meeting and, being eligible, offers herself for election.

Resolution 1 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote.

The Chair intends to exercise all available proxies in favour of Resolution 1.

1.2 Director’s Biography

Ms Hilary Macdonald LLB (HONS), FGIA is a lawyer with 30 years’ experience in private practice and industry in the UK and Australia, with particular focus on corporate and mining law. A law graduate of Bristol University, England, Ms Macdonald qualified as a solicitor in P a g e | 8

Legend Mining Limited Annual General Meeting 5 May 2023

London and was admitted to the Supreme Court of England and Wales in 1990, and to the Supreme Court of Western Australia in 1995. Ms Macdonald was Legend Mining’s external legal adviser from 2005-2016, prior to her current continuing role as Northern Star Resources Ltd’s Chief Legal Officer and Company Secretary. Ms Macdonald has been instrumental in many project and company acquisitions, divestments and capital raisings. Hilary also brings extensive ASX listed company experience in leadership, safety culture, risk and governance, executive remuneration, people & culture, sustainability and stakeholder relationships. Ms Macdonald has not held any former public company directorships in the last three years.

Following enquiry, the Board have determined that Ms Macdonald is independent.

1.3 Directors’ Recommendation

The Directors, except Ms Macdonald, recommend that Shareholders vote in favour of Resolution 1.

RESOLUTION 2 – RE-ELECTION OF OLIVER KIDDIE AS A DIRECTOR

2.1 General

The Company’s Chair of the Board, Mr Michael Atkins is retiring as a Director at the conclusion of the Meeting and its proposed that, at the conclusion of the Meeting, Mr Mark Wilson will become Executive Chair of the Board and Mr Oliver Kiddie will be appointed as Managing Director of the Company (see ASX Announcement dated 16 March 2023 for further details). As a result, pursuant to pursuant to article 7.3(c) of the Constitution, Mr Oliver Kiddie must stand for re-election.

Mr Oliver Kiddie was first appointed as an Executive Director, on 10 August 2020. Mr Kiddie was last re-elected as an Executive Director on 29 April 2022.

In accordance with Listing Rule 14.5, an entity which has directors must hold an election of directors at each annual general meeting (at least one director must stand for election or re-election). Pursuant to article 7.3(c) of the Constitution, one third of the Company’s directors (excluding Directors required to retire under article 7.3(j)) must retire at each annual general meeting.

These requirements for a Director to retire do not apply to a Managing Director.

Article 7.3(f) of the Constitution states that a retiring Director shall be eligible for re-election.

Accordingly, Resolution 2 provides that Mr Kiddie will retire by rotation at this Meeting and, being eligible, offers himself for re-election.

Resolution 2 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote.

The Chair intends to exercise all available proxies in favour of Resolution 2.

2.2 Director’s Biography

Mr Oliver Kiddie, BSc App Geol, MAusIMM, MAICD, (appointed 10 August 2020 and elected on 30 April 2021) is a geologist with over 20 years’ experience across exploration, resource definition, project development, and production throughout Australia and internationally.

Mr Kiddie has extensive experience in base metal and gold exploration through senior management and executive positions, working for companies including Dominion Mining, European Goldfields, and most recently as GM Exploration for the Creasy Group. He led the exploration team of the Fraser Range project for the Creasy Group, including the discovery, resource definition, and mining lease application for the Silver Knight Ni-Cu-Co deposit. Mr Kiddie possesses a strong corporate background having managed numerous transactions and joint ventures as key responsibilities of senior management and executive positions.

Mr Kiddie is a member of the Australasian Institute of Mining and Metallurgy and a member of the Australian Institute of Company Directors. Mr Kiddie has not held any former public company directorships in the last three years.

Following enquiry, the Board have determined that Mr. Kiddie is not independent as he is an Executive Director of the Company.

2.3 Directors’ Recommendation

The Directors, except Mr Kiddie, recommend that Shareholders vote in favour of Resolution 2.

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Legend Mining Limited Annual General Meeting 5 May 2023

RESOLUTION 3 – ADOPTION OF REMUNERATION REPORT

3.1 General

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Annual Report contains the Remuneration Report, which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

The Remuneration Report has been sent to Shareholders who have made an election to receive the Annual Report. Copies of the Annual Report are available by contacting the Company’s share registry or visiting the Company’s web site www.legendmining.com.au.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 3 is advisory only and does not bind the Directors. If Resolution 3 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

If the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board except the Managing Director.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution ( Spill Resolution ) on whether another meeting should be held (within 90 days) at which all Directors (other than the Managing Director) who were in office at the date of approval of the applicable Directors' report must stand for re-election.

The Company's Remuneration Report did not receive a Strike at the 2022 annual general meeting (in respect of the financial year ending 31 December 2021). Accordingly, a Spill Resolution is not relevant for this Annual General Meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2024 annual general meeting (in respect of the financial year ending 31 December 2023), this will result in another meeting being held within 90 days at which resolutions will be put to Shareholders for the re-election of the Directors other than the Managing Director and any director appointed since the Remuneration Report was approved by the Board.

The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.

Resolution 3 is an ordinary resolution.

RESOLUTION 4 – ADOPTION OF EMPLOYEE INCENTIVE PLAN

4.1 General

Resolution 4 seeks Shareholder approval, under and for the purposes of Listing Rule 7.2 (Exception 13), to renew the approval of the employee incentive scheme titled "Employee Incentive Plan Rules" ( Employee Incentive Plan ) to enable the Performance Rights, Options, and Shares upon the exercise or conversion of those Performance Rights and Options to be issued under the Employee Incentive Plan to eligible employees (including Directors) ( Employee Incentives ) to be exempt from Listing Rule 7.1 for a period of 3 years from the date on which Resolution 4 is passed.

A summary of the Employee Incentive Plan, to be adopted pursuant to Resolution 4, is detailed out in Schedule 2. In addition, a copy of the Employee Incentive Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Employee Incentive Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

Up to a maximum of 276,263,572 Employee Incentives may be issued under the Employee Incentive Plan pursuant to approval under Resolution 4.

The objective of the Plan is to attract, motivate and retain Eligible Participants and the Company considers that the adoption of the Employee Incentive Plan and the future issue of Employee Incentives will provide selected Eligible Participants with the opportunity to participate in the future growth of the Company. Resolution 4 also seeks to align the Employee Incentive Plan with recent changes made Corporations Act and the rules relating to employee incentive plans.

4.2 Listing Rule 7.1 and Listing Rule 7.2 (Exception 13)

Broadly speaking, Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

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Legend Mining Limited Annual General Meeting 5 May 2023

Listing Rule 7.2 (Exception 13) sets out an exception to Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to Listing Rule 7.1.

Listing Rule 7.2 (Exception 13) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13). Listing Rule 7.2 (Exception 13) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

If Resolution 4 is passed, the Company will be able to issue Employee Incentives under the Employee Incentive Plan to Eligible Participants over a period of 3 years (up to the maximum number of Employee Incentives stated in Section 4.3 below) without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

For avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Employee Incentives under the Employee Incentive Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Shareholder approval for Resolution 4 is not passed, the Company will be able to proceed with the issue of Employee Incentives under the Employee Incentive Plan to Eligible Participants, but any issues of Employee Incentives will reduce, to that extent, the Company's capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of Employee Incentives.

The Chair intends to exercise all available proxies in favour of Resolution 4

4.3 Specific information required by Listing Rule 7.2

In accordance with the requirements of Listing Rule 7.2 (Exception 13), the following information is provided:

• (a) a summary of the material terms of the Employee Incentive Plan is detailed in Schedule 2 and forms part of this Notice;

• (b) 1,250,000 Options have previously been issued under the Employee Incentive Plan since it was last approved by Shareholders under Listing Rule 7.2 (Exception 13) on 14 May 2020. 750,000 of these Options lapsed unexercised in January 2023;

• (c) the maximum number of Employee Incentives permitted to be issued under the Plan following Shareholder approval is 276,263,572, being 10% of the issued capital on a fully diluted basis.

• (d) a voting exclusion statement in respect of Resolution 4 has been included in the Notice.

4.4 Directors’ Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 4.

RESOLUTIONS 5, 6 AND 7 – APPROVAL OF GRANT OF DIRECTOR OPTIONS TO DIRECTORS

5.1 General

Resolutions 5, 6 and 7 seek Shareholder approval, under and for the purposes of Listing Rule 10.11 and section 208 of the Corporations Act to issue an aggregate of 65,000,000 Options to Mr Mark Wilson, Mr Oliver Kiddie and Ms Hilary Macdonald (and/or their respective nominees) in the proportions detailed in this Section ( Director Options ).

The Company’s Chair of the Board, Mr Michael Atkins is retiring as a Director at the conclusion of the Meeting and its proposed that, at the conclusion of the Meeting, Mr Mark Wilson will become Executive Chair of the Board and Mr Oliver Kiddie will be appointed as Managing Director of the Company (see ASX Announcement dated 16 March 2023 for further details).

The Director Options contemplated by Resolutions 5, 6 and 7 are proposed to be issued to Mr Wilson, Mr Kiddie and Ms Macdonald (and/or their respective nominees) to align the long term goals of Mr Wilson, Mr Kiddie and Ms Macdonald with that of Shareholders and to establish an incentive for Mr Wilson, Mr Kiddie and Ms Macdonald to provide ongoing dedicated services to the Company. Directors of public companies face considerable ongoing responsibilities and challenges in their roles within the Company. The grant of these Director Options will provide a mid to long term incentive for performance and promote opportunities for Share ownership in the Company. The Directors consider that the incentive represented by the grant of these Director Options is a cost effective and efficient means for the Company to provide reward and incentive.

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Legend Mining Limited Annual General Meeting 5 May 2023

The Company proposes to grant a total of 65,000,000 Options to Mr Wilson, Mr Kiddie and Ms Macdonald (and/or their respective nominees) for nil consideration as follows:

Name	Number of Options	Exercise Price	Expiry Date	Vesting
Mark Wilson	20,000,000	100% above 20 day VWAP at the date of the meeting	3 years after date of grant	At date of allotment
Oliver Kiddie	40,000,000	100% above 20 day VWAP at the date of the meeting	3 years after date of grant	At date of allotment
Hilary Macdonald	5,000,000	100% above 20 day VWAP at the date of the meeting	3 years after date of grant	At date of allotment

The full terms of the Director Options are set out in Schedule 1 to this Explanatory Memorandum.

Following the requisite shareholder approvals, the Director Options will be granted as soon as possible following the Meeting and in any event no later than 1 month from the date of the Meeting. The Director Options will vest immediately.

The exercise price per Director Option 100% above 20 day VWAP at the date of the meeting. On the basis that this exercise price is for example 10 cents, in the event that all the Director Options are exercised, the Directors (and/or their respective nominees) will need to pay a total of $6,500,000 to the Company.

If all of the 65,000,000 Director Options are exercised then based on the Company's current Shares on issue (and assuming all Options currently on issue are exercised), the Director Options would represent only 2.30% of the issued capital of the Company.

Resolutions 5 to 7 (inclusive) are required to be approved in accordance with section 208 of the Corporations Act and Listing Rule 10.11 to issue securities to Mr Wilson, Mr Kiddie and Ms Macdonald, being related parties of the Company. If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

5.2 Chapter 2E of the Corporations Act – related party transactions

The issue of Director Options to Mr Wilson, Mr Kiddie and Ms Macdonald constitutes a grant of a financial benefit to a related party for the purposes of Chapter 2E of the Corporations Act.

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

• (a) the giving of the financial benefit falls within one of the exceptions to the prohibition in section 208 of the Corporations Act; or

• (b) prior Shareholder approval is obtained to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E, a "related party" includes a director of a company and "giving a financial benefit" is interpretated broadly.

Mr Wilson, Mr Kiddie and Ms Macdonald are related parties of the Company by virtue of being directors pursuant to section 228(2) of the Corporations Act and the granting of Director Options constitutes the giving of a financial benefit.

In accordance with the requirements of Chapter 2E of the Corporations Act, and in particular section 219, the following information is provided to Shareholders to allow them to assess whether or not to approve the grant of the Director Options to Mr Wilson, Mr Kiddie and Ms Macdonald under Resolutions 5 to 7 (inclusive).

5.3 Specific information required by section 219 of the Corporations Act

For the purposes of section 219 of the Corporations Act, the following information is provided to Shareholders in relation to Resolutions 5 to 7 (inclusive):

(a) Identity of the related party

The related parties of the Company to which a financial benefit will be given under Resolutions 5 to 7 are the following Directors (and/or their respective nominees):

• (i) Mr Mark Wilson (pursuant to Resolution 5);

• (ii) Mr Oliver Kiddie (pursuant to Resolution 6); and

• (iii) Ms Hilary Macdonald (pursuant to Resolution 7).

(b) Nature of, reasons for and basis for the financial benefit

The financial benefit to be provided to the relevant Directors (and/or their respective nominees) under Resolutions 5 to 7 (inclusive) are Director Options on the following terms:

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Legend Mining Limited Annual General Meeting 5 May 2023

Table 1 - Details of Director Options to be issued to related party

Name	Relationship on date of proposed grant	Number of Options	Exercise price	Expiry date	Vesting	Value as determined by Black- Scholes **valuation1 **
Mark Wilson	Executive Chair (post- Meeting)	20,000,000	100% above 20 day VWAP at the date of the meeting	3 years after date of grant	At date of allotment	$976,000
Oliver Kiddie	Managing Director (post- Meeting)	40,000,000	100% above 20 day VWAP at the date of the meeting	3 years after date of grant	At date of allotment	$1,952,000
Hilary Macdonald	Non- executive Director	5,000,000	100% above 20 day VWAP at the date of the meeting	3 years after date of grant	At date of allotment	$244,000

Notes:

1. Based on the 20 day VWAP of the Shares at $0.045 at 15 March 2023.

The Director Options are proposed to be given by the Company to the Mr Wilson, Mr Kiddie and Ms Macdonald in order to incentivise Mr Wilson, Mr Kiddie and Ms Macdonald for their respective continuing and future efforts.

A copy of the terms and conditions of the Director Options is annexed as Schedule 1. Mr Wilson, Mr Kiddie and Ms Macdonald will not be required to make any payment for the grant of the Director Options. The maximum number of Options that could vest, and hence be exercised by the Directors under Resolutions 5 to 7 (inclusive), are set out in the Table 1.

In summary Shareholders may consider that the issue of the Director Options proposed in Resolutions 5 to 7 (inclusive) could be beneficial to the Company for the following reasons:

• (i) the grant of the Directors Options may incentivise Mr Wilson, Mr Kiddie and Ms Macdonald to grow the value of the Company and assist the Company in retaining their services as current Directors;

• (ii) the payment of monetary fees alone may not be an adequate incentive to retain Mr Wilson, Mr Kiddie and Ms Macdonald as Directors;

• (iii) the issue of the Director Options, and the subsequent potential for the acquisition of Shares, could be the most cost effective and efficient means to align the interests of the Company and Mr Wilson, Mr Kiddie and Ms Macdonald, providing them with reward and incentive whilst not for example making cash payments which would deplete the Company’s cash reserves in order to incentivise Mr Wilson, Mr Kiddie and Ms Macdonald as Directors;

• (iv) there are provisions that require the lapse of the Director Options should any of the Mr Wilson, Mr Kiddie or Ms Macdonald leave the employment or the office of Director with the Company for any reason, hence the terms and conditions of the Director Options do not allow for a former Director to benefit from the financial benefit approved at the Meeting if the relevant Director leaves the employment of the Company during the exercise period of the Options; and

• (v) if the Options are exercised and Shares issued to Mr Wilson, Mr Kiddie and Ms Macdonald (and/or their respective nominees) the Company will receive significant funds for working capital purposes without any fund raising costs or compliance costs.

Shareholders may consider that the issue of the Director Options proposed in Resolutions 5 to 7 (inclusive) could be adverse to the Company for the following reasons:

• (i) the issue of the Shares following any exercise of the Options will be dilutive to Shareholders;

• (ii) it may be perceived that the Directors receive adequate reasonable remuneration already under their respective executive and non-executive contracts with the Company commensurate with the time commitment and responsibilities of the role; and

• (iii) the Options are transferable at any time, hence dilution to the Shareholders could still occur without the benefit of incentivising a Director, should Mr Wilson, Mr Kiddie or Ms Macdonald decide to transfer the Options.

The number and terms of the Director Options offered to the Mr Wilson, Mr Kiddie and Ms Macdonald has been determined based upon a consideration of:

• (i) their total remuneration; and

• (ii) a review of peer companies’ equity based remuneration to executive and non-executive directors, which was conducted by the Company Secretary for the remuneration committee (a function performed by the whole Board); and

• (iii) as a result of that review, the incentives which are generally perceived to be required to attract and ensure continuity of service of directors who have appropriate knowledge and expertise for an exploration entity’s activities.

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Legend Mining Limited Annual General Meeting 5 May 2023

Having regard to the above factors, the Director Options are now proposed to Shareholders for approval as an appropriate number on appropriate terms to retain and incentivise Mr Wilson, Mr Kiddie and Ms Macdonald, having regard to their respective skills and experience.

(c) Directors’ recommendations to members and reasons

Each of Mr Wilson, Mr Kiddie and Ms Macdonald abstain from making a recommendation regarding the Resolutions 5 to 7 (inclusive) respectively as they have a material personal interest in the outcome as the recipient of the Director Options and therefor believe it is inappropriate to make a recommendation. Mr Michael Atkins recommends that Shareholders vote in favour of Resolutions 5 to 7 (inclusive).

(d) Valuation of Financial Benefits

The value of the Director Options is dependent on the Share price and various other inputs at the time the Director Options are issued. As at 15 March 2023, the valuation of the Director Options is set out in the Table 1 above.

The value of the benefit of the Director Options is determined by the Black-Scholes valuation in accordance with the following assumptions and inputs:

Table 2 – Value of Director Options – assumptions used

e 2 – Value of Director Options – assumptions used
Details	Input
Shareprice(20 dayVWAP)	$0.045
Exercise Price(100% premium above the 20 dayVWAP)	$0.09
Risk Free Rate(RBA Cash Rate)	3.35%
Volatility*	66.518%
Start Date	5 May2023
ExpiryDate	5 May2026
Valueper Director Option	$0.0488

Source: Bloomberg historical volatility graph calculation using average from 31/08/2022 to 28/02/20223

(e) Disclosure of a relevant director's total remuneration package

The current renumeration for Mr Wilson, Mr Kiddie and Ms Macdonald in the current financial year (presuming both are employed for the whole year and there is no change to their renumeration) is as follows:

• (i) Mr Wilson currently receives a salary of $360,000 per annum, exclusive of superannuation;

• (ii) Ms Macdonald currently receives director fees of $50,000 per annum, exclusive of superannuation; and

• (iii) Mr Kiddie receives a salary of $300,000 per annum, exclusive of superannuation.

(f) Related parties existing interest

The relevant Directors’ current interests in securities of the Company are as follows:

Table 3 - Details of current holdings of securities in the Company

Director	Shares	**Options1 **
Mark Wilson	177,248,200	Nil
Oliver Kiddie	3,000,000	7,000,000
HilaryMacdonald	408,163	Nil

Notes:

1. Does not include the Director Options proposed to be issued to a Director pursuant to Resolutions 5 to 7 (inclusive).

(g) Dilution effect of issue of securities contemplated by Resolutions 5 to 7 (inclusive)

If the Options granted to Mr Wilson, Mr Kiddie and Ms Macdonald are exercised, the effect would be to dilute the Shareholdings of the existing Shareholders as outlined below.

As at the date of this Notice, the issued capital of the Company comprises 2,755,135,721Shares and 7,500,000 unlisted Options. If all Director Options granted under Resolutions 5 to 7 (inclusive) are exercised, and assuming all existing Options (7,500,000) on issue have been exercised, and assuming no other Share issues occur, the effect would be to dilute the Shareholding of existing Shareholders as per the following table:

Table 4 – Dilution effect of issue of securities contemplated by Resolutions 5 to 7 (inclusive)

	Securities
Shares (assumes Options currently on issue are exercised)	2,762,635,721
Resolutions 5 to 7 (inclusive) – Director Options to be granted	65,000,000
New Total Shares on issue	2,827,635,721
Dilutionary Effect	2.30%

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Legend Mining Limited Annual General Meeting 5 May 2023

(h) Voting exclusion statement

A voting exclusion statement is included in the Notice for the purposes of Resolutions 5 to 7 (inclusive).

• (i) Any other information that is reasonably required by members to make a decision and that is known to the Company or any of its officers.

Other than as set out in this Explanatory Memorandum, there is no further information that is known to the Company or any of the Directors which Shareholders would reasonably require in order to decide whether or not to vote in favour of Resolutions 5 to 7 (inclusive).

5.4 Listing Rule 10.11

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

• (a) a related party;

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

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

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

• (e) a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders, unless it obtains the approval of its shareholders.

The issue of Director Options to Mr Wilson, Mr Kiddie and Ms Macdonald (and/or their respective nominees) falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Shareholders under Listing Rule 10.11. Further, exception 14 of Listing Rule 7.2 states that approval pursuant to Listing Rule 7.1 is not required if shareholder approval is obtained under Listing Rule 10.11.

Resolutions 5 to 7 (inclusive) seek the required shareholder approval to the issue of Director Options to Mr Wilson, Mr Kiddie and Ms Macdonald (and/or their respective nominees) under and for the purposes of Listing Rule 10.11.

If Resolution 5 is passed, the Company will be able to proceed with the issue of 20,000,000 Options to Mr Wilson (and/or his nominee). If Resolution 5 is not passed, the Company will not be able proceed with the issue of 20,000,000 Options to Mr Wilson (and/or his nominee) and may consider alternative forms of remuneration for Mr Wilson in lieu of such issue.

If Resolution 6 is passed, the Company will be able to proceed with the issue of 40,000,000 Options to Mr Kiddie (and/or his nominee). If Resolution 6 is not passed, the Company will not be able proceed with the issue of 40,000,000 Options to Mr Kiddie (and/or his nominee) and may consider alternative forms of remuneration for Mr Kiddie in lieu of such issue.

If Resolution 7 is passed, the Company will be able to proceed with the issue of 5,000,000 Options to Ms Macdonald (and/or her nominee). If Resolution 7 is not passed, the Company will not be able proceed with the issue of 5,000,000 Options to Ms Macdonald (and/or her nominee) and may consider alternative forms of remuneration for Ms Macdonald in lieu of such issue.

5.5 Information required by Listing Rule 10.13

Listing Rule 10.13 contains certain requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 10.11 and the following information is included in this Explanatory Memorandum for that purpose.

• (a) The Director Options will be granted to the Mr Wilson, Mr Kiddie and Ms Macdonald (and/or their respective nominees), as noted in Table 1 above.

• (b) Mr Wilson, Mr Kiddie and Ms Macdonald are related parties of the Company under Listing Rule 10.11.1 by virtue of being Directors.

• (c) The maximum number of Director Options to be granted pursuant to Resolutions 5 to 7 (inclusive) is 65,000,000 Director Options.

• (d) The Director Options will be allotted and granted on one date which will be no later than 1 month after the date of the Meeting.

• (e) The exercise price and other terms and conditions of the Director Options are set out in Schedule 1 to this Explanatory Memorandum.

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Legend Mining Limited Annual General Meeting 5 May 2023

• (f) The Director Options will be granted for no consideration and accordingly no funds will be raised by the grant of the Director Options. The Director Options are being issued to align the long term goals of Mr Wilson, Mr Kiddie and Ms Macdonald with that of the Shareholders and to establish an incentive for Mr Wilson, Mr Kiddie and Ms Macdonald to provide ongoing dedicated services to the Company.

• (g) As at the date of this Notice, the current renumeration for Mr Wilson, Mr Kiddie and Ms Macdonald in the current financial year (presuming both are employed for the whole year and there is no change to their renumeration) is as follows:

• (i) Mr Wilson currently receives a salary of $360,000 per annum, exclusive of superannuation;

• (ii) Ms Macdonald currently receives director fees of $50,000 per annum, exclusive of superannuation; and

• (iii) Mr Kiddie receives a salary of $300,000 per annum, exclusive of superannuation.

• (h) A voting exclusion statement is included in this Notice for the purposes of Resolutions 5 to 7 (inclusive).

5.6 Additional information

• (a) Resolutions 5, 6 and 7 are ordinary resolutions.

• (b) The Board (excluding Mr Wilson, Mr Kiddie and Ms Macdonald) recommends that Shareholders vote in favour of Resolutions 5, 6 and 7.

• (c) The Chair intends to exercise all available proxies in favour of Resolutions 5, 6 and 7.

RESOLUTION 8 – SECTION 195 APPROVAL

6.1 General

In accordance with section 195(1) of the Corporations Act, a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a "material personal interest" are being considered.

Mr Wilson, Mr Kiddie and Ms Macdonald may have a material personal interest in the outcome of Resolutions 5 to 7 (inclusive).

In the absence of this Resolution 8, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolutions 5 to 7 (inclusive).

The Directors accordingly exercise their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

Resolution 8 is an ordinary resolution.

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Legend Mining Limited Annual General Meeting 5 May 2023

GLOSSARY

In this Explanatory Memorandum and the Notice, the following terms have the following meanings unless the context otherwise requires:

Annual Report	means the Directors’ report, the annual financial report and auditor’s report in respect of the financial year
	ended 31 December 2022.
Associated Entity	has the meaning given to that term in section 9 of the Corporations Act.
ASX	means ASX Ltd ABN 98 008 624 691 and, where the context requires, the Australian Securities Exchange
	operated by ASX Ltd.
Board	means the board of Directors of the Company.
Chair	means the person appointed to chair the Meeting, or any part of the Meeting, convened by the Notice.
Closely Related Party	of a member of the Key Management Personnel means:
	• 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
	• a person prescribed by the Corporations Regulations 2001 (Cth).
Company	means Legend Mining Limited ABN 22 060 966 145.
Constitution	means the Company's constitution, as amended from time to time.
Control	has the meaning given to that term in the Corporations Act.
Corporations Act	means_Corporations Act 2001_(Cth).
Director	means a director of the Company.
Director Options	Options granted by the Company pursuant to the Terms and Conditions set out in Schedule 1 of this
	Notice
Eligible Participant	has the meaning given in paragraph (a)(ii) of Schedule 2.
Employee Incentives	means any:
	• Share, Option or Performance Right granted; or
	• Share(s) issued pursuant to the exercise of an Option or conversion of a Performance Right, under
	this Plan.
Employee Incentive Planor	has the meaning given in Section 4.1.
Plan
Explanatory Memorandum	means this explanatory memorandum, which accompanies and forms part of the Notice.
Group	means the Company and each of its Associated Entities.
Key Management	has the same meaning as in the accounting standards issued by the Australian Accounting Standards
Personnel	Board and 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.
Listing Rules	means the listing rules of ASX.
Meeting	means the annual general meeting of the Company convened by the Notice of Meeting.
NoticeorNotice of Meeting	means the notice of annual general meeting accompanying this Explanatory Memorandum.
Offer for Monetary	means an offer where payment is either required upfront, or at any future stage, for the issue or transfer
Consideration	of Employee Incentives or the conversion or exercise of Options or Performance Rights.
Offer for No Monetary	means an offer where there is no payment required upfront, nor at any future stage, for the issue or
Consideration	transfer of Employee Incentive or the conversion or exercise of Options or Performance Rights.
Option	means an option to acquire a Share.
Participant	means an Eligible Participant who has been offered Employee Incentives and who has returned a
	corresponding application to the Company that has been accepted by the Company pursuant to the
	Employee Incentive Plan, or as applicable, that granted an Employee Incentive under the Employee
	Incentive Plan.
Performance Right	means a right to be issued one Share
Proxy Form	means the proxy form enclosed with this Notice of Meeting.
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Legend Mining Limited Annual General Meeting 5 May 2023

Relevant Interest	has the meaning given to that term in the Corporations Act.
Remuneration Report	means the remuneration report of the Company outlined in the Annual Report.
Resolution	means a resolution contained in the Notice.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
Spill Resolution	has the meaning given in Section 3.1 of this Notice.
Strike	has the meaning given in Section 3.1 of this Notice.
VWAP	means the volume weighted average price of the Shares.
WST	means Australian Western Standard Time.

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Legend Mining Limited Annual General Meeting 5 May 2023

SCHEDULE 1

TERMS AND CONDITIONS OF DIRECTORS OPTIONS

The Director Options are issued on the following terms:

1. Each Director Option shall be issued for no consideration.

2. The exercise price of each Director Option will be at a 100% premium above the 20 day VWAP at the date of the shareholder meeting approving the issue of the Director Options ( Exercise Price ).

3. Each Director Option entitles the holder to subscribe for one Share in Legend Mining Limited ACN 060 966 145 ( Company ) upon the payment of the Exercise Price per Share subscribed for.

4. The Director Options will lapse on the earlier of:

5. (a) The Director leaving the Company’s employment or ceasing as a director of the Company; or

6. (b) 5:00 pm, Western Standard Time three years after the date of issue ( Expiry Date ).

7. The Director Options may be transferred at any time in accordance with the Corporations Act, the ASX Settlement Operating Rules and/or the Listing Rules.

8. There are no participating rights or entitlements inherent in these Director Options and holders of the Director Options will not be entitled to participate in new issues of capital that may be offered to shareholders during the currency of the Director Option.

9. Director Option holders have the right to exercise their Director Options prior to the date of determining entitlements to any capital issues to the then existing shareholders of the Company made during the currency of the Director Options, and will be granted a period of at least 10 business days before closing date to exercise the Director Options.

10. In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to the holders of Shares after the date of issue of the Options, the exercise price of the Director Options will be adjusted in accordance with the formula set out in Listing Rule 6.22.2.

11. In the event of any re-organisation (including reconstruction, consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the Director Options will be re-organised as required by the Listing Rules, but in all other respects the terms of exercise will remain unchanged.

12. The Director Options shall be exercisable at any time until the Expiry Date ( Exercise Period ) by the delivery to the registered office of the Company of a notice in writing ( Exercise Notice ) stating the intention of the Option holder to exercise all or a specified number of Director Options held by them accompanied by a Director Option certificate and a cheque made payable to the Company for the subscription monies for the Shares. The Exercise Notice and cheque must be received by the Company during the Exercise Period. An exercise of only some Director Options shall not affect the rights of the Director Option holder to the balance of the Director Options held by it.

13. A Director Option holder must not enter into any arrangement for the purpose of hedging their economic exposure to a Director Option that has been granted to them.

14. Quotation will not be sought for the Director Options. The Company will make application to ASX for quotation of the Shares issued as a result of the valid exercise of Director Options.

15. The Company shall allot the resultant Shares and deliver a statement of shareholdings with a holders’ identification number within 5 business days of exercise of the Director Options.

16. The Shares allotted shall rank, from the date of allotment, equally with the existing ordinary shares of the Company in all respects.

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Legend Mining Limited Annual General Meeting 5 May 2023

SCHEDULE 2

SUMMARY OF TERMS AND CONDITIONS OF EMPLOYEE INCENTIVE PLAN

The Company has adopted an Employee Incentive Plan ( Plan ) on the terms and conditions as set out below:

• (a) Eligibility: Means a person that:

• (i) is an 'ESS participant' (as that term is defined in section 1100L(2) of the Corporations Act) of the Company or member of the Group; or

• (ii) any other person who is declared by the Board to be eligible to receive grants of Employee Incentives under the Plan ( Eligible Participant ).

• (b) Invitation: Following determination that an Eligible Participant may participate in the Plan, the Board may make an invitation to the Eligible Participant to apply for Employee Incentives on such terms and conditions as the Board decides from time to time ( Invitation ).

• (c) Limits on Entitlement :

• (i) An Offer for Monetary Consideration may only be made under the Plan if the Company has reasonable grounds to believe that:

  • (A) the total number of Shares that may be issued or acquired on exercise of the Options or conversion of Performance Rights under an Invitation; and

  • (B) the total number of Shares issued or may be issued (if each outstanding Option and Performance Right were exercised or converted (as applicable) pursuant to the Plan or any other Group employee incentive scheme during the previous 3 years,

when aggregated, does not exceed 5% (of such other maximum permitted under any applicable law) of the total number of Shares on issue at the time of the proposed issue.

• (ii) When making an Invitation for an Offer for No Monetary Consideration, the maximum number of Shares that may be issued, or acquired upon exercise or conversion of the Employee Incentives offered is 275,924,269, being 10% of the issued capital on a fully diluted basis.

• (iii) For the avoidance of doubt, where an Employee Incentive lapses without being exercised, the Employee Incentive concerned shall be excluded from any calculation under this clause.

• (d) Cashless Exercise : Subject to cashless exercise being permitted by the Board, a Participant may elect to pay the exercise price for each Option by setting off the total exercise price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the exercise price has been set off.

• (e) Good Leaver:

• (i) Unless an Invitation provides otherwise, the Board shall, within 20 business days of a Participant becoming a Good Leaver, issue a written notice to a Participant notifying the Participant ( Retention Notice ) that the following unvested Employee Incentives held by the Participant shall not be forfeited, to the extent determined by the Board in its absolute discretion.

• (ii) All unvested Employee Incentives held by a Participant that is a Good Leaver other than those the subject of the Retention Notice will be forfeited immediately on the date of the Retention Notice.

• (iii) Subject to the Corporations Act, the Listing Rules (where applicable) and any other applicable laws, the Board may determine in its discretion that some or all of the Employee Incentives retained by a Good Leaver are deemed to have vested.

• A Good Leaver is a Participant who ceases to be an Eligible Participant in any of the following circumstances:

• (i) the Participant and Board have agreed in writing that the Participant has entered into bona fide retirement;

• (ii) the Board has determined that the Participant is no longer able to perform their duties under their engagement arrangement due to poor health, injury or disability;

• (iii) the Participant’s death; or

• (iv) any other circumstance determined by the Board in writing.

(f) Bad Leaver: Unless otherwise stated in the Invitation, determined that a Participant is a Good Leaver or as otherwise determined by the Board in its discretion, every Participant who ceases to be an Eligible Participant is deemed to be a Bad Leaver and all unvested Employee Incentives held by a Bad Leaver will lapse on the date the Participant ceases to be an Eligible Participant. In addition, the Board may determine to exercise the right to buy-back any Employee Incentives in accordance with the Plan.

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Legend Mining Limited Annual General Meeting 5 May 2023

A Bad Leaver is a Participant who ceases to be an Eligible Participant and does not meet the Good Leaver criteria, or establishes, or becomes employed by, an entity or business that is in direct competition with the Company or group member in which the Participant was formerly employed, or meets the Good Leaver criteria but the Board has determined in writing that they be treated as a Bad Leaver.

• (g) Fraudulent or Dishonest Conduct: Where the Board determines that a Participant has:

• (i) acted fraudulently or dishonestly;

• (ii) wilfully breached his or her duties to the Group;

• (iii) has, by any act or omission, in the opinion of the Board brought the Group, its business or reputation into disrepute or is contrary to the interest of the Group;

• (iv) commits any material breach of the provisions of any employment contract entered into by the Participant with any member of the Group;

• (v) commits any material breach of any of the policies of the Group or procedures or any laws, rules or regulations applicable to the Group; or

• (vi) has committed serious or gross misconduct, wilful disobedience or any other conduct justifying termination of employment without notice,

the Board may in its discretion determine that some or all of the vested (but not yet exercised) and/or unvested Employee Incentives held by that Participant will be forfeited on a date determined by the Board.

(h) Buy-back: Employee Incentives issued pursuant to the Plan will be subject to the Company's right to buy-back and may at any time be immediately bought-back by the Company if, amongst other things, the Participant is a Bad Leaver, has acted fraudulently or dishonestly, becomes insolvent or fails to satisfy vesting conditions by the relevant date. Unless otherwise determined by the Board, the total price on which all Employee Incentives may be bought-back by the Company is an aggregate of $1.00 for all the relevant Employee Incentives.

(i) Change of Control: Unless otherwise stated in the Invitation, if a Change of Control Event occurs, or the Board determines such event is likely to occur:

• (i) all unvested Employee Incentives will automatically vest and a Participant may exercise any or all of their Employee Incentives, regardless of whether the vesting condition and/or performance condition have been satisfied, provided that no Employee Incentives are capable of exercise later than the Expiry Date; and

• (ii) if the Board has procured an offer for all holders of Options on like terms (having regard to the nature and value of the Options) to the terms proposed under the Change in Control Event and the Board has specified (in its absolute discretion) a period during which the holders of Options may elect to accept the offer and, if the Participant has not so elected at the end of that offer period, the Options, if not exercised within 10 days of the end of that offer period, shall expire.

• A Change in Control Event is defined to include:

• (i) a change in Control of the Company;

• (ii) the Company announces that its Shareholders have at a Court convened meeting of Shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement (excluding a merger by way of scheme of arrangement for the purposes of a corporate restructure (including change of domicile, or any reconstruction, consolidation, sub-division, reduction or return) of the issued capital of the Company) and the Court, by order, approves the scheme of arrangement;

• (iii) a Takeover Bid:

• (A) is announced;

• (B) has become unconditional; and

• (C) the person making the Takeover Bid has a Relevant Interest in fifty percent (50%) or more of the issued Shares;

• (iv) any person acquires a Relevant Interest in fifty and one-tenth percent (50.1%) or more of the issued Shares by any other means; or

• (v) the announcement by the Company that a sale or transfer (in one transaction or a series of related transactions) of the whole or substantially the whole of the undertaking and business of the Company has been completed.

(j) Holding Lock: The Board may at any time request that the Company's share registry to impose a holding lock on any Employee Incentives issued pursuant to the Plan where the Board determines or reasonably believes (in its absolute discretion) that a Participant has or may breach the Plan.

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Legend Mining Limited Annual General Meeting 5 May 2023

• (k) Contravention of Plan: The Board may at any time, in its sole and absolute discretion, take any action it deems reasonably necessary in relation to any Employee Incentives if it determines or reasonably believes a Participant has breached the Plan or the terms of issue of any Employee Incentives, including but not limited to, signing transfer forms in relation to Employee Incentives, placing a holding lock on Employee Incentives, signing any and all documents and doing all acts necessary to effect a buy-back, accounting for the proceeds of the sale of forfeited Employee Incentives, refusing to transfer any Employee Incentives and/or refusing to issue any Shares.

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LODGE YOUR PROXY APPOINTMENT ONLINE

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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.

ANNUAL GENERAL MEETING PROXY FORM

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

APPOINT A PROXY

The Chair of  PLEASE NOTE: If you leave the section blank, the OR the Meeting 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 The Celtic Club 48 Ord Street, West Perth WA 6005 on 5 May 2023 at 3.00 pm (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 Resolutions 3, 4, 5, 6 & 7 (except where I/we have indicated a different voting intention below) even though these resolutions are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.

VOTING DIRECTIONS

	ANNUAL GENERAL MEETING PROXY FORM I/We being shareholder(s) of Legend Mining Limited and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chair of the Meeting OR PLEASE NOTE:If you leave the section blank, 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 heldat The Celtic Club 48 Ord Street, West Perth WA 6005 on 5 May 2023 at 3.00 pm (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 Resolutions 3, 4, 5, 6 & 7 (except where I/we have indicated a different voting intention below) even though these resolutions are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair.
	VOTING DIRECTIONS
STEP 2	Resolutions For Against Abstain*
	1 Election of Ms Hilary Macdonald as a Director ◼ ◼ ◼
	2 Re-Election of Mr Oliver Kiddie as a Director ◼ ◼ ◼
	3 Adoption of Remuneration Report ◼ ◼ ◼
	4 Adoption of Employee Incentive Plan ◼ ◼ ◼
	5 Approval of grant of Director Options to Mr Mark Wilson ◼ ◼ ◼
	6 Approval of grant of Director Options to Mr Oliver Kiddie ◼ ◼ ◼
	7 Approval of grant of Director Options to Ms Hilary Macdonald ◼ ◼ ◼
	8 Section 195 Approval ◼ ◼ ◼
	* 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. 
STEP 3	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
	Sole Director and Sole CompanySecretary 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.

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.

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:

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.

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 Resolutions 3, 4, 5, 6 & 7, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolutions 3, 4, 5, 6 & 7.

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

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.

LODGE YOUR PROXY FORM

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 3.00 pm (WST) on 3 May 2023, 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.

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

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