AI assistant
MURRAY COD AUSTRALIA LIMITED — AGM Information 2025
Oct 16, 2025
65302_rns_2025-10-16_e822714f-ec2f-4e01-960a-54618d1f4e6b.pdf
AGM Information
Open in viewerOpens in your device viewer
==> picture [89 x 103] intentionally omitted <==
17 October 2025
The Manager, Listings Australian Securities Exchange ASX Market Announcements Exchange Centre 20 Bridge Street Sydney NSW 2000
Murray Cod Australia Limited 2025 AGM Notice of Meeting
In accordance with Listing Rule 3.17, please find attached the Notice of Meeting for the Company’s Annual General Meeting to be held on Tuesday, 18 November 2025 ( 2025 AGM ).
The Annual Report for the 12 months to 30 June 2025 was previously released to the ASX on 29 August 2025.
Details about voting at the AGM and the Annual Report will be dispatched to shareholders today in accordance with their elections.
Yours faithfully
==> picture [137 x 37] intentionally omitted <==
Wendy Dillon Chief Financial Officer and Company Secretary
==> picture [455 x 113] intentionally omitted <==
==> picture [191 x 223] intentionally omitted <==
MURRAY COD AUSTRALIA LIMITED NOTICE OF 2025 ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT
Tuesday, 18 November 2025 at 11.00am (AEDT) The Southside Griffith Leagues Club 2 Bridge Road, GRIFFITH NSW 2680
MURRAY COD AUSTRALIA LIMITED ACN 143 928 625
2025 ANNUAL GENERAL MEETING
Dear Shareholders
2025 ANNUAL GENERAL MEETING
On behalf of the Board, I am pleased to invite you to attend the 2025 Annual General Meeting ( Meeting ) of Murray Cod Australia Limited ( Company or MCA ), which has been scheduled as follows:
Date: Tuesday, 18 November 2025 Time: 11.00am (AEDT) with registration open from 10.30am
Location: The Southside Griffith Leagues Club
2 Bridge Road, GRIFFITH NSW 2680
Webcast: https://meetings.openbriefing.com/MCA25
The Meeting will be webcast live. To view the webcast, enter https://meetings.openbriefing.com/MCA25 into your browser on your computer or mobile device and join the meeting as a guest.
Shareholders and proxyholders who attend online will be able to follow the proceedings, cast a live vote and ask questions online in real time.
The Explanatory Statement which accompanies, and forms part of this Notice of Meeting provides further details of the matters to be considered at the Meeting.
Defined terms used in this Notice of Meeting have the meanings given to them in the Glossary accompanying this Notice of Meeting at Schedule 4.
We would like to thank you, our shareholders, for your support and vote of confidence in the business and its team. We look forward to delivering on the opportunities we see for the business moving forward and growing shareholder value.
Yours sincerely
==> picture [90 x 39] intentionally omitted <==
Brett Paton Chairman
2
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
NOTICE OF 2025 ANNUAL GENERAL MEETING
BUSINESS OF THE MEETING
ORDINARY BUSINESS
Financial Report, Directors’ Report and Auditor’s Report
To receive and consider the Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 30 June 2025.
Note: No resolution is required on this item of business.
Resolution 1: Re-election of Director – Mr Steven Chaur
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That Mr Steven Chaur, appointed as independent nonexecutive director by the Directors on 20 January 2025 in accordance with clause 10.2(b) of the Constitution and having retired in accordance with clause 10.3(i) of the Constitution, in accordance with clause 10.2(c) of the Constitution and for all other purposes, be re-elected as a Director on the terms and conditions set out in the Explanatory Statement.”
Note: Information about Mr Chaur appears in the Explanatory Statement to this Notice of Meeting.
Resolution 2: Re-election of Director – Mr Ross Anderson
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That Mr Ross Anderson who, in accordance with clause 10.3(b) of the Constitution and ASX Listing Rule 14.4, retires from office by rotation and, being eligible, offers himself for re-election, be re-elected as a Director of the Company as set out in the Explanatory Statement.”
Note: Information about Mr Anderson appears in the Explanatory Statement to this Notice of Meeting.
Resolution 3: Issue of Incentive Options to Directors
To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:
" That, pursuant to and in accordance with Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of Incentive Options to Directors under the Scheme as follows:
Voting exclusion for Resolution 3: The Company will
disregard any votes cast in favour of each of the resolutions comprising Resolution 3 by or on behalf of Mr Ross Anderson or Mr Mathew Ryan (or their respective associates), or a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Scheme in questions, or any associates of such persons.
However, this does not apply to a vote cast in favour of Resolution 3 by:
-
by a person as proxy or attorney for a person entitled to vote on the resolution in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or
-
by the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
-
by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
-
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
-
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 4: Remuneration Report
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
“That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the Company (included in the Directors’ Report) for the financial year ended 30 June 2025 be adopted.”
Note: In accordance with the Corporations Act, this resolution is advisory only and does not bind the Company or the Directors of the Company.
Voting exclusion for Resolution 4: The Company will disregard any votes cast by or on behalf of a member of the KMP or an or an associate of those persons.
(a) 476,190 Incentive Options to Mr Ross Anderson; and
(b) 476,190 Incentive Options to Mr Mathew Ryan,
or their respective nominees, on the terms and conditions in the Explanatory Statement. "
3
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
NOTICE OF 2025 ANNUAL GENERAL MEETING
However, this does not apply to a vote cast in favour of Resolution 4 by:
-
a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
-
the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
-
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
-
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting, on the resolution; and
-
the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
Voting prohibition statement for Resolutions 3 and 4:
Pursuant to section 250BD of the Corporations Act, a person appointed as a proxy must not vote on the basis of that appointment, on Resolutions 4 and 5 if:
-
the proxy is either:
-
a member of the KMP; or
-
a Closely Related Party of such a member; and
-
the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
-
the person does so as proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form; or
-
the proxy is the Chairman and the appointment expressly authorises the Chairman to exercise the proxy even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP.
Resolution 5: Ratification of Prior Issue of Placement Shares
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the allotment and issue of 15,835,162 Shares on the terms and conditions set out in the Explanatory Statement”.
Voting exclusion for Resolution 5: The Company will disregard any votes cast in favour of Resolution 5:
-
by a person who participated in the issue; and
-
by an associate of such a person.
However, this does not apply to a vote cast in favour of Resolution 5 by:
-
a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
-
the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
-
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
-
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting, on the resolution; and
-
the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
SPECIAL BUSINESS
Resolution 6: 10% Additional Placement Capacity
To consider and, if thought fit, pass the following resolution as a special resolution :
“That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Shares totaling up to 10% of the Shares on issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
4
NOTICE OF 2025 ANNUAL GENERAL MEETING
Voting exclusion for Resolution 6: The Company will disregard votes cast on Resolution 6, if at the time of the Meeting, the Company is proposing to make an issue of Equity Securities under the ASX Listing Rule 7.1A, by or on behalf of any persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a Shareholder), or any associate of those persons.
However, this does not apply to a vote cast in favour of Resolution 6 by:
-
a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
-
the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
-
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
-
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting, on the resolution; and
-
the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.
As at the date of this Notice of Meeting, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 6.
By order of the Board.
==> picture [118 x 32] intentionally omitted <==
Wendy Dillon Chief Financial Officer and Company Secretary 17 October 2025
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
5
NOTICE OF 2025 ANNUAL GENERAL MEETING
NOTES
These Notes and the following Explanatory Statement form part of the Notice of Meeting.
If you are unable to attend the Meeting but wish to appoint a proxy, please complete and return the enclosed proxy form so that it is received prior to 11.00am (AEDT) on Sunday, 16 November 2025.
Determination of entitlement to attend and vote
For the purposes of determining an entitlement to vote at the Meeting, shares will be taken to be held by the persons who are registered as shareholders at 7:00pm (AEDT) on Sunday, 16 November 2025.
Proxies
A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy. If a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the shareholder’s votes.
An instrument appointing a proxy must be signed by the shareholder appointing the proxy or by the shareholder’s attorney duly authorised in writing or, if the shareholder is a corporation, in accordance with the Corporations Act and the shareholder’s constitution. A proxy need not be a shareholder of the Company and may be an individual or body corporate. A proxy has the same rights as a shareholder to speak at the Meeting, to vote (but only to the extent allowed by the appointment) and to join in a demand for a poll.
A proxy form which is signed under power of attorney or other authority must be accompanied by that power of attorney or authority or a copy of that power of attorney or authority certified as a true copy by statutory declaration, unless it has previously been provided to and been accepted by the share registry. Where more than one joint holder votes, the vote of the holder whose name appears first in the register of shareholders shall be accepted to the exclusion of the others.
An instrument appointing a proxy must be lodged as follows by no later than 11.00am (AEDT) on Sunday, 16 November 2025 in order to be effective:
-
online, by following the instructions on the proxy form accompanying this Notice of Meeting;
-
by mail, addressed to Murray Cod Australia Limited, C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia;
-
by fax to the share registry on +61 2 9287 0309; or
-
in person to the share registry, MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150.
Corporate representatives
A body corporate which is a shareholder or which has been appointed as a proxy may appoint an individual to act as its representative at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been provided to and been accepted by the share registry.
If such evidence is not received prior to the commencement of the Meeting, then the individual will not be permitted to act as the shareholder’s representative or representative of the shareholder’s proxy.
Voting
Voting on resolutions set out in this Notice of Meeting will be conducted by poll.
Upon a poll, every shareholder who is present in person or by proxy, representative or attorney will have one vote for each share held by that shareholder.
Shareholders who have appointed a proxy may still attend the Meeting. However, the proxy’s rights to speak and vote are suspended while the shareholder is present.
The Company encourages all shareholders who submit proxies to direct their proxy whether to vote for or against or to abstain from voting on each resolution.
The Chairman of the Meeting intends to vote all available undirected proxies in favour of all of the resolutions.
6
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
EXPLANATORY STATEMENT
EXPLANATORY STATEMENT
ORDINARY BUSINESS
This Explanatory Statement is intended to provide shareholders of the Company with information to assess the merits of the proposed resolutions in the accompanying Notice of Meeting.
The Directors recommend that shareholders read the Explanatory Statement in full before making any decision in relation to the following.
Financial Report, Directors’ Report and Auditor’s Report
This item of business calls for shareholders to formally receive the Financial Report for the financial year ended 30 June 2025 (which includes all the financial statements and notes), Directors’ Report and the Auditor’s Report. The Financial Report, Directors’ Report and Auditor’s Report are set out in the Company’s Annual Report. Shareholders who elected to receive a printed copy of the Annual Report should have received the Annual Report with this Notice of Meeting. The Annual Report is available from the Company website, https://aquna.com/investors/reports/
While shareholders are not required to vote on the Financial Report, Directors’ Report and Auditor’s Report, there will be reasonable opportunity at the Meeting to raise questions on the reports and the management of the Company. The Auditor will be in attendance at the Meeting and can answer questions on the conduct of the audit, the preparation and content of the Auditor’s Report, the 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.
Occupation: Company Director
Mr Chaur has had close to 30 years’ experience in top branded Australian consumer food products (FMCG), large scale agricultural production and has worked in both B2C grocery and B2B markets, including foodservice, QSR and export markets. Fourteen of these years have been at the CEO/ MD level. He has worked at many of Australia’s best known FMCG food organisations across various executive roles including sales, marketing, operations and at CEO level.
These companies include Simplot, National Foods, Findus, George Weston Foods, Patties Foods Limited and Nutrano Produce Group Limited spanning frozen, chilled, perishable and shelf stable food formats. Over the past 25 years, Steven has successfully developed export markets for branded food products into China, developed Asia, UAE, the USA and Europe.
Steven has a passion for market development, innovation and building strong consumer brands, and has had opportunities to work in some of Australia’s more complex perishable supply chain food environments such as fresh produce, dairy, bakery and red meat. His extensive food production system experience spans “paddock to plate”, including a strong understanding of the seafood category, having previously developed product innovation and grown distribution across grocery, foodservice and export markets with brands such as Birds Eye, Findus and Sealord.
He has worked as a Non-Executive Director in comparable food companies and has had direct experience on audit and risk committees, as well as being Chair of remuneration committees. These past directorships include Meat & Livestock Australia, Wingara Ag Limited (ASX) and Davies Bakeries.
Resolution 1: Re-election of Director – Mr Steven
Chaur
Mr Steven Chaur was appointed as independent nonexecutive director by the Directors on 20 January 2025 in accordance with clause 10.2(b) of the Constitution and having retired in accordance with clause 10.3(i) of the Constitution is eligible for re-election to the Board. In accordance with Rule 10.2(c) of the Constitution, Shareholders may by resolution at a general meeting appoint an eligible person to be a Director.
The purpose of Resolution 1 is to seek Shareholder approval pursuant to Rule 10.2(c) of the Constitution of Mr Steven Chaur to be re-elected as a Director.
Mr Chaur’s relevant educational qualifications include MBA, Diploma of Marketing and Logistics Management from Monash University. He is a graduate of the Australian Institute of Company Directors.
The Board considers Mr Chaur to be an independent director.
Board Recommendation
The Board of Directors (with Mr Chaur abstaining) supports the election of Mr Chaur as a Director of the Company and recommends that shareholders vote in favour of Resolution 1.
Brief biographical details of Mr Chaur are set out below:
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
7
EXPLANATORY STATEMENT
Resolution 2: Re-election of Director – Mr Ross Anderson
In accordance with ASX Listing Rule 14.4 and clause 10.3(b) of the Constitution, a Director (other than the Managing Director) must not hold office (without reelection) past the third AGM following the Director's appointment or 3 years following the entity's admission to ASX, whichever is longer.
Accordingly, Mr Anderson will retire by rotation at this Meeting and, being eligible, is submitting himself for reelection at the Meeting.
Brief biographical details of Mr Anderson are set out below:
Occupation: CEO and Company Director
Ross Anderson brings extensive commercial expertise in agribusiness and capital markets to his role as CEO and MCA Board Member.
He is a Chartered Accountant with over 30 years’ experience in agriculture. He was the founding Chairman of MCA, and, along with Mat Ryan and Roger Commins, a key driver in the formation of the company.
He was instrumental in the inception of the AQUNA brand, and his strategic thinking has been a key driver of MCA’s growth — both past and future.
Mr Anderson has made and continues to make a significant and valuable contribution to the Company through his high-level industry knowledge and experience. The Board believes that the qualifications, skill set and experience of Mr Anderson will continue to enhance the Board’s ability to perform its role.
Given his executive role, the Board does not consider Mr Anderson to be an independent director.
Board Recommendation
For these reasons, the Board (with Mr Anderson abstaining) supports the re-election of Mr Anderson as a Director of the Company and recommends that shareholders vote in favour of Resolution 2.
Resolution 3: Issue of Incentive Options to Directors
Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme:
-
(a) a director of the entity (Listing Rule 10.14.1);
-
(b) an associate of a person referred to in Listing Rule 10.14.1 (Listing Rule 10.14.2); or
-
(c) a person whose relationship with the entity or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX's opinion, the acquisition should be approved by its Shareholders (Listing Rule 10.14.3),
unless it obtains the approval of its shareholders.
The proposed issue of the Incentive Options falls within Listing Rule 10.14.1 (or Listing Rule 10.14.2 if a Director elects for the Incentive Options to be granted to his nominee) and therefore requires the approval of Shareholders under Listing Rule 10.14.
The resolutions comprising Resolution 3 seek the required Shareholder approval for the proposed issue under and for the purposes of Listing Rule 10.14. As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 and 10.11 is not required.
If the resolutions comprising Resolution 3 are passed, the Company will be able to proceed with the issue of Incentive Options to the Directors (or their respective nominees) in the proportions listed above.
If the resolutions comprising Resolution 3 are not passed, the Company will not be able to proceed with the issue of the Incentive Options to the Directors (or their respective nominees) and the Company will consider other forms of remuneration, including by the payment of cash, subject to the requirements of the Constitution, Corporations Act and Listing Rules.
The Incentive Options will be issued for nil cash consideration, exercisable at $1.5225 and expiring five years from the grant date.
The full terms and conditions of the Incentive Options are set out in Schedule 1.
The resolutions comprising Resolution 3 seek Shareholder approval in accordance with Listing Rule 10.14 for the grant of a total of 952,380 Options ( Incentive Options ) comprising 476,190 each to Mr Ross Anderson (Chief Executive Officer of the Company) and Mr Mathew Ryan (Managing Director), or their respective nominees.
8
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
EXPLANATORY STATEMENT
Specific information required by Listing Rule 10.15
Pursuant to and in accordance with Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Incentive Options:
-
(a) the Incentive Options will be issued under the Scheme to Messrs Anderson and Ryan (or their respective nominees), each of whom is a Director.
-
(b) the Directors are related parties of the Company by virtue of being Directors and fall into the category stipulated by Listing Rule 10.14.1. If the Directors elects for the Incentive Options to be granted to their nominees, Listing Rule 10.14.2 will apply.
-
(c) The maximum number of Incentive Options to be issued to the Directors (or their respective nominees) is 952,380, in the proportions as detailed above.
-
(d) the current total remuneration package for each of the Directors as at the date of this Notice is set out below:
| Remuneration (per annum) |
Mr Ross Anderson |
Mr Mathew Ryan |
|---|---|---|
| Salary, fees and leave paid |
$200,000 | $350,000 |
| Superannuation | $24.000 | $42,000 |
| Share-based payments(1) |
$367,000 | $367,000 |
| TOTAL | $591,000 | $759,000 |
-
(1) Subject to Shareholder approval of Resolutions 3(a) and 3(b) for the issue of the Incentive Options (refer to Schedule 1 for the terms and valuation of the Incentive Options)
-
(e) The following Securities have previously been issued to the Directors (and their associates) under the Scheme and the average acquisition price paid for each Security (if any) is set out below:
| Director | Options(1) | Exercise Price(1) |
Expiry Date |
|---|---|---|---|
| Mr Ross Anderson |
500,000 | $5.30 | 25 November 2025 |
| 500,000 | $2.30 | 5 December 2026 |
|
| 500,000 | $3.35 | 21 December 2028 |
|
| 600,000 | $2.25 | 20 January 2030 | |
| Mr Mathew Ryan |
500,000 | $5.30 | 25 November 2025 |
| 500,000 | $2.30 | 5 December 2026 |
|
| 500,000 | $3.35 | 21 December 2028 |
|
| 600,000 | $2.25 | 20 January 2030 |
-
(f) The Incentive Options will be exercisable at $1.5225 and will expire five years after the date of issue and otherwise be issued on the terms and conditions in Schedule 1.
-
(g) The Board considers that Incentive Options, rather than Shares, are an appropriate form of incentive because the Incentive Options granted will generally only be of benefit if the Directors performs to the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options. The issue of the Incentive Options will therefore further align the interests of the Directors with Shareholders. If all Incentive Options are exercised, it would also result in a cash injection to the Company of $1,449,999 (assuming no cashless-exercise facility is utilised).
-
(h) A valuation of the Incentive Options is in Schedule 2, with a summary for each Director below:
| Director |
Value of Incentive Options |
|---|---|
| Mr Ross Anderson | $367,000 |
| Mr Mathew Ryan | $367,000 |
-
(i) The Incentive Options will be issued as soon as practicable following the receipt of approval at the Meeting, and in any event, no later than 12 months after the date of the Meeting.
-
(j) The Incentive Options will have an issue price of nil as they will be issued as part of each Director's remuneration package.
-
(k) A summary of the material terms of the Scheme is in Schedule 3.
-
(l) No loan will be provided to the Directors in relation to the issue of the Incentive Options.
-
(m) Details of any Securities issued under the Scheme will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Securities under the Scheme after the Resolutions comprising Resolution 3 are approved and who were not named in the Notice will not participate until approval is obtained under Listing Rule 10.14.
-
(n) A voting exclusion statement is included in the Notice.
Chapter 2E of the Corporations Act
In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:
-
(a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and
-
(b) give the benefit within 15 months following such approval,
unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations
(1) Based on the post share-consolidation
9
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
EXPLANATORY STATEMENT
Act.
The grant of the Incentive Options constitutes giving a financial benefit and the Directors are each a related party of the Company by virtue of being a Director.
The Board has resolved that the issue of the Incentive Options constitutes 'reasonable remuneration' in the circumstances, and therefore falls within the scope of the exception in section 211 of the Corporations Act.
Each of the resolutions which forms part of Resolution 3 are ordinary resolutions.
Board Recommendation
The Board (other than Mr Anderson who has a material personal interest in the outcome of the Resolution) recommends that Shareholders vote in favour of Resolution 3(a).
The Board (other than Mr Ryan who has a material personal interest in the outcome of the Resolution) recommends that Shareholders vote in favour of Resolution 3(b).
Resolution 4: Remuneration Report
Section 300A of the Corporations Act requires the disclosure, in a dedicated part of the Directors’ Report under the heading ‘Remuneration Report’, of the remuneration paid to the KMP of a listed company.
Section 250R(2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote at the annual general meeting.
The Remuneration Report for the financial year ended 30 June 2025 is set out in the Directors’ Report which forms part of the Annual Report. It is also available on the Company’s website, https://aquna.com/investors/reports/
Shareholders of the Company are asked to adopt the Remuneration Report, which sets out, in detail, the Company’s policy for determining the remuneration for its Directors and other KMP, including:
-
senior executive remuneration philosophy and framework;
-
an explanation of the Board’s policies in relation to the objectives and structure of remuneration;
-
remuneration outcomes in FY2024/25 and links to business strategy and Group performance;
-
a detailed summary of vesting conditions, why they were chosen and how performance is measured against them; and
-
the remuneration details for each Non-Executive Director and for each of the KMP of the Company.
A reasonable opportunity for discussion of the Remuneration Report will be provided at the Meeting.
In accordance with the Corporations Act, this resolution is advisory only and does not bind the Company. However, the Board will take the outcome of the vote into consideration in future reviews of the remuneration policy for Directors and KMP.
Board Recommendation
Noting that each Director has a personal interest in his or her own remuneration from the Company as described in the Remuneration Report, the Board of Directors unanimously recommend that Shareholders vote in favour of Resolution4.
Resolution 5: Ratification of Prior Issue of Placement Shares
On 26 September 2025, the Company announced that it had conducted a placement to institutional investors ( Placement ).
The Company issued a total of 17,894,737 Shares at an issue price of $0.95 per Share ( Placement Shares ) to institutional investors on 1 October 2025 under the Placement.
The funds raised from the issue of the Placement Shares are being used to provide additional capital expenditure for:
-
the completion of Stanbridge Grow-out Site;
-
initial development of Gogeldrie;
-
processing plant upgrades; and
-
additional working capital and debt reduction.
The Placement Shares were issued pursuant to ASX Listing Rule 7.1 (in relation to 15,835,162 shares) ( LR 7.1 Placement Shares ) and Listing Rule 7.1A (in relation to 2,059,575 shares). Resolution 5 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the LR 7.1 Placement Shares issued under ASX Listing Rules 7.1.
ASX 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.
ASX Listing Rule 7.4 provides that where shareholders in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.
10
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
EXPLANATORY STATEMENT
By ratifying the issue of the LR 7.1 Placement Shares, the subject of Resolution 5, the Company will retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior shareholder approval.
If Resolution 5 is not passed, the Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12-month period following the issue date.
Resolution 5 is an ordinary resolution.
SPECIAL BUSINESS
Resolution 6: 10% Additional Placement Capacity
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of its issued capital.
ASX Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval by special resolution at its annual general meeting to increase this 15% limit by an additional 10% to 25% (10% Placement Capacity).
An Eligible Entity is one that, as at the date of the relevant annual general meeting:
- is not included in the S&P/ASX 300 Index; and
The Chairman intends to exercise all available proxies in favour or Resolution 5.
Information required by ASX Listing Rule 7.5
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the ratification the subject of Resolution 5:
-
(a) a total of 15,835,162 fully paid ordinary shares were issued on 1 October 2025 to institutional investors introduced by Stralis C apital Partners Pty Ltd (ABN 42 681 589 515) and Ord Minnett Limited (ABN 86 002 733 048);
-
(b) the issue price per LR 7.1 Placement Share was $0.95;
-
(c) the LR 7.1 Placement Shares issued were all fully paid ordinary shares in the capital of the Company, ranking equally with the existing Shares on issue;
-
(d) the funds raised are being used to support
-
the completion of Stanbridge Grow-out Site;
-
initial development of Gogeldrie;
-
processing plant upgrades;
-
additional working capital and debt reduction;
-
(e) a voting exclusion statement is included in the Notice of Meeting for Resolution 5; and
-
(f) the shares were issued pursuant to a Placement announced 26 September 2025.
Board Recommendation
The Directors recommend that shareholders vote in favour of Resolution 5, as it allows the Company to ratify the above issue of LR 7.1 Placement Shares and retain the flexibility to issue further Equity Securities representing up to 15% of the Company’s Share capital during the next 12 months.
- has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300 million or less.
The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and had a market capitalisation at the close of business on 3 October 2025 of $137.51 million, based on a share price of $1.11.
If at the date of the Meeting (18 November 2025), the Company ceases to be an Eligible Entity (namely, the Company has a market cap in excess of $300 million), the Company will withdraw this Resolution.
If Resolution 6 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If Resolution 6 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities to issue Equity Securities without Shareholder approval provided for in ASX Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in ASX Listing Rule 7.1.
The Equity Securities must be in the same class as an existing class of quoted Equity Securities. The Company currently has only one class of Equity Securities on issue, being fully paid ordinary shares.
The exact number of Equity Securities that the Company may issue under an approval under ASX Listing Rule 7.1A will be calculated according to the following formula:
(A x D) – E
Where:
A is the number of Shares on issue at the commencement of the 12-month period before the date of issue or agreement (the relevant period):
-
(a) plus the number of Shares issued in the relevant period under an exception in ASX Listing Rule 7.2 (other than exception 9, 16 or 17);
-
(b) plus, the number of Shares issued in the relevant period on the conversion of convertible securities
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
11
EXPLANATORY STATEMENT
within ASX Listing Rule 7.2 exception 9 where:
-
(i) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
-
(ii) the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under ASX Listing Rule 7.1 or ASX Listing Rule 7.4;
-
(c) plus, the number of Shares issued in the relevant period under an agreement to issue securities within ASX Listing Rule 7.2 exception 16 where:
-
(i) the agreement was entered into before the commencement of the relevant period; or
-
(ii) the agreement or issue was approved, or taken under the ASX Listing Rules to have been approved, under ASX Listing Rule 7.1 or ASX Listing Rule 7.4;
-
(d) plus, the number of Shares issued in the relevant period with approval under ASX Listing Rule 7.1 or ASX Listing Rule 7.4; and
-
(e) plus, the number of partly paid ordinary shares that became fully paid in the relevant period;
-
(f) less the number of Shares cancelled in the relevant period.
D is 10%.
E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the relevant period where the issue of agreement has not been subsequently approved by holders of Shares under ASX Listing Rule 7.4.
Information Required by ASX Listing Rule 7.1A
In accordance with ASX Listing Rule 7.3A, the information below is provided in relation to Resolution 6:
Minimum Price
Any Equity Securities issued under ASX Listing Rule 7.1A must be issued for cash consideration per security, which is not less than 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:
-
(a) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities (Agreed Issue Date); or
-
(b) if the Equity Securities are not issued within 10 ASX trading days of the Agreed Issue Date, the date on which the Equity Securities are issued.
10% Placement Period
The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of this Meeting and expiring on the first to occur of the
following:
-
(a) the date that is 12 months after the date of this Meeting;
-
(b) the time and date of the Company’s next Annual General Meeting;
-
(c) the time and date of approval by shareholders of a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of the Company’s activities) or ASX Listing Rule 11.2 (disposal of the Company’s main undertaking).
Risk of economic and voting dilution
Any issue of Equity Securities under the 10% Placement Capacity may dilute the voting interests and economic interests of Shareholders who do not receive Equity Securities under the issue.
Shareholders should note that there is a risk that:
-
(a) the market price for the Shares may be significantly lower on the issue date of the Shares than on the date of the Annual General Meeting; and
-
(b) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue,
which may have an effect on the amount of funds raised by the issue of the Equity Securities.
As required by ASX Listing Rule 7.3A.4, Table A below seeks to demonstrate the potential dilution of existing Shareholders resulting from the issue of Shares under the 10% Placement Capacity calculated in accordance with the formula contained in ASX Listing Rule 7.1A.2.
Table A shows the potential number of Shares issued and funds raised on the basis of:
-
(a) the current number of Shares on issue for variable “A” calculated in accordance with the formula in ASX Listing Rule 7.1A.2;
-
(b) two examples where variable “A” has increased, by 50% and 100%; and
-
(c) two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the current market price.
Table A: Voting Dilution
| No. of Shares on Issue (Variable A) |
Dilution Variable |
$0.555 (50% decrease in current issue price) |
$1.11 (current issue price) |
$2.22 (100% increase in current issue price) |
|---|---|---|---|---|
| 123,882,296 (current) |
Additional 10% Shares issued |
12,388,230 |
12,388,230 | 12,388,230 |
| Funds raised |
$6,875,468 | $13,750,935 | $27,501,871 | |
| 185,823,444 50% increase* |
Additional 10% Shares issued |
18,582,344 |
18,582,344 | 18,582,344 |
12
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
EXPLANATORY STATEMENT
| No. of Shares on Issue (Variable A) |
Dilution Variable |
$0.555 (50% decrease in current issue price) |
$1.11 (current issue price) |
$2.22 (100% increase in current issue price) |
|---|---|---|---|---|
| Funds raised |
$10,313,201 | $20,626,402 | $41,252,804 | |
| 247,764,592 100% increase* |
Additional 10% Shares issued |
24,776,459 |
24,776,459 | 24,776,459 |
| Funds raised |
$13,750,935 | $27,501,870 | $55,003,739 |
- The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that does not require Shareholder approval (such as under a pro-rata rights issue) or an issue of Shares with Shareholder approval under ASX Listing Rule 7.1.
Table A Assumptions
Table A has been prepared on the following assumptions:
-
The current number of shares on issue is the Shares on issue as at 3 October 2025.
-
The current issue price is the closing price of the Shares on the ASX on 3 October 2025.
-
The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
-
The calculations above do not show the dilution that any one particular Shareholder will be subject to by reason of placements under ASX Listing Rule 7.1A, based on that Shareholder’s holding at the date of the Meeting. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
-
Table A shows only the effect of issues of Shares under ASX Listing Rule 7.1A, and does not show the effect of any dilution pursuant to issues of Shares under ASX Listing Rule 7.1.
-
No options are exercised or performance rights converted before the date of the issue of the Shares.
Purpose of Issue under 10% Placement Capacity
The Company may issue Equity Securities under the 10% Placement Capacity for various purposes including to raise cash for business development and general working capital.
Allocation under the 10% Placement Capacity
As at the date of this Notice of Meeting, the allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined.
However, the allottees of Equity Securities may consist of existing Shareholders and/ or new investors, but the allottees cannot include any Directors, related parties or associates of a related party of the Company without a
further specific Shareholder approval.
The Company will determine the allottees at the time of the Issue under the 10% Placement Capacity, having regard to the following factors:
-
(a) the purpose of the issue;
-
(b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
-
(c) the effect of the issue of the Equity Securities on the control of the Company;
-
(d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
-
(e) prevailing market conditions; and
-
(f) advice from legal, corporate, financial and broking advisers (if applicable).
Previous Approval under ASX Listing Rule 7.1A
The Company previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 22 November 2024.
The Company issued 2,059,575 securities under Listing Rule 7.1A in the 12 months preceding the date of the Meeting (pursuant to Institutional Placement announced 26 September 2025 and allotted 1 October 2025) ( LR7.1A Shares ). This represented 1.95% of the securities on issue at the commencement of the 12month period.
The LR7.1A Shares were issued to various eligible sophisticated and institutional investors introduced by Stralis Capital Partners Pty Ltd (ABN 42 681 589 515) and Ord Minnett Limited (ABN 86 002 733 048) under the Placement.
A total of 2,059,575 fully paid ordinary shares were issued under LR7.1A at $0.95 per share (raising a total of $1,956,596) as part of the Placement. This represented a discount of 8.7% to the last closing price of $1.04 on 24 September 2024 (the date the Company entered a trading halt pending completion of the Placement.
The funds raised will be used for the purposes set out in Resolution 5 in relation to the Placement.
Special Resolution
This Resolution is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of the Resolution for it to be passed.
Voting Exclusion
A voting exclusion statement is included in the Notice of Metting. As at the date of this Notice of Meeting, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A.
13
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
EXPLANATORY STATEMENT
Therefore, no existing Shareholders will be excluded from voting on this Resolution.
Board recommendation
The Board of Directors unanimously recommend that Shareholders vote in favour of Resolution 6.
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
14
EXPLANATORY STATEMENT
SCHEDULE 1
TERMS OF INCENTIVE OPTIONS
The terms of the Incentive Options, referred to as Options in this Schedule, are as follows:
-
( Entitlement ): Each Option entitles the holder to subscribe for one Share upon exercise of the Option (once vested).
-
( Issue Price ): No cash consideration is payable for the issue of the Options.
-
(Exercise Price ): The Options have an exercise price per Option $1.5225 (Exercise Price).
-
( Expiry Date ): The Options expire at 5.00 pm (AEDT) on the date that is 5 years after the date of issue (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. If this falls during a “Blackout Period” as defined in the Company’s securities trading policy, the Expiry Date will be 5pm (AEDT) on the date 10 Business Days after the last day of that Blackout Period.
-
( Exercise Period ): The Options are exercisable at any time after it has vested and prior to the Expiry Date.
-
( Vesting Conditions ): The Incentive Options will vest as follows, subject to the relevant Director continuing to hold the position of Director at all times until the vesting date:
| % of Inventive Options |
Vesting Date |
|---|---|
| 33.33% | 18 November 2026 |
| 33.33% | 18 November 2027 |
| 33.33% | 18 November 2028 |
-
( Quotation of the Options ): The Company will not apply for quotation of the Options on ASX.
-
( Transferability of the Options ): The Options are not transferable.
-
( Notice of Exercise ): The Options may be exercised by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).
-
( Timing of issue of Shares on exercise ): Within 5 Business Days after the Exercise Date the Company will:
-
(a) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
-
(b) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act; and
-
(c) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
-
( Restrictions on transfer of Shares ): If the Company is required but unable to give ASX a notice under paragraph 10(b), or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.
-
( Shares issued on exercise ): Shares issued on exercise of the Options will rank equally with the then Shares of the Company.
-
( Reconstruction of capital ): If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.
-
( Participation in new issues ): There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.
-
( Adjustment for bonus issues of Shares ): If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment, the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue.
-
( Cessation of employment ): Where the holder (or the person who is entitled to be registered as the holder) of the Options is no longer employed, or their engagement is discontinued (for whatever reason), with the Company, any unexercised Options will automatically lapse and be forfeited on the date that is 3 months from the cessation of that engagement, unless the Board otherwise determines in its sole discretion.
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
15
EXPLANATORY STATEMENT
SCHEDULE 2
VALUATION OF OPTIONS
The terms of the Incentive Options, referred to as Options in this Schedule, are as follows:
| Director | Ross Anderson |
Mathew Ryan |
|---|---|---|
| Number of Incentive Options |
476,190 | 476,190 |
| Valuation date | 10 October 2025 |
10 October 2025 |
| Assumed Share price at grant date |
$1.08 | $1.08 |
| Exercise price | $1.5225 | $1.5225 |
| Market value on ASX of underlying Shares at the time of setting the exercise price |
$1.05 | $1.05 |
| Expiry date | 5 years from issue date |
5 years from issue date |
| Expected volatility | 100% | 100% |
| Risk free interest rate |
3.45% | 3.45% |
| Annualised dividend yield |
Nil | Nil |
| Value of each Incentive Option |
$0.7707 | $0.7707 |
| Aggregate value of Incentive Option |
$367,000 | $367,000 |
16
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
EXPLANATORY STATEMENT
SCHEDULE 3
SUMMARY OF SCHEME
The Company has established an employee incentive scheme ( Scheme ).
The full terms of the Scheme may be inspected at the registered office of the Company during normal business hours.
1. Eligible Participant
Eligible Participant means a person that:
-
(a) is an "ESS participant" (as that term is defined in the Corporations Act); and
-
(b) has been determined by the Board to be eligible to participate in the Scheme from time to time.
2. Purpose
The purpose of the Scheme is to:
-
(a) assist in the reward, retention and motivation of Eligible Participants;
-
(b) link the reward of Eligible Participants to Shareholder value creation; and
-
(c) align the interests of Eligible Participants with shareholders of the Group (being the Company and each of its Associated Bodies Corporate), by providing an opportunity to Eligible Participants to receive an equity interest in the Company in the form of Securities.
3. Scheme administration
The Scheme will be administered by the Board. The Board may exercise any power or discretion conferred on it by the Scheme rules in its sole and absolute discretion. The Board may delegate its powers and discretion.
4. Eligibility, invitation and application
-
(a) The Board may from time to time determine that an Eligible Participant may participate in the Scheme and make an invitation to that Eligible Participant to apply for Securities on such terms and conditions as the Board decides.
-
(b) On receipt of an Invitation, an Eligible Participant may apply for the Securities the subject of the invitation by sending a completed application form to the Company. The Board may accept an application from an Eligible Participant in whole or in part.
-
(c) If an Eligible Participant is permitted in the invitation, the Eligible Participant may, by notice in writing to the Board, nominate a party in whose favour the Eligible Participant wishes to renounce the invitation.
5. Grant of Securities The Company will, to the extent that it has accepted a duly completed application, grant the Participant the relevant number of Securities, subject to the terms and conditions set out in the invitation, the Scheme rules and any ancillary documentation required.
6. Terms of Convertible Securities
Each 'Convertible Security' represents a right to acquire one or more Shares (for example, under an option or performance right), subject to the terms and conditions of the Scheme. Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.
7. Vesting of Convertible Securities
Any vesting conditions applicable to the grant of Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied and/or otherwise waived by the Board, that Convertible Security will lapse.
8. Exercise of Convertible Securities and cashless exercise
To exercise an Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Convertible Securities (see below), pay the exercise price (if any) to or as directed by the Company, at any time prior to the earlier of any date specified in the vesting notice and the expiry date as set out in the invitation.
An invitation may specify that at the time of exercise of the Convertible Securities, the Participant may elect not to be required to provide payment of the exercise price for the number of Convertible Securities specified in a notice of exercise, but that on exercise of those Convertible Securities the Company will transfer or issue to the Participant that number of Shares equal in value to the positive difference between the Market Value of the Shares at the time of exercise and the exercise price that would otherwise be payable to exercise those Convertible Securities.
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
17
EXPLANATORY STATEMENT
Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the 5 trading days immediately preceding that given date, unless otherwise specified in an invitation.
A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Scheme rules, or such earlier date as set out in the Scheme rules.
9. Delivery of Shares on exercise of Convertible Securities
As soon as practicable after the valid exercise of a Convertible Security by a Participant, the Company will issue or cause to be transferred to that Participant the number of Shares to which the Participant is entitled under the Scheme rules and issue a substitute certificate for any remaining unexercised Convertible Securities held by that Participant.
10. Forfeiture of Convertible Securities
Where a Participant who holds Convertible Securities ceases to be an Eligible Participant or becomes insolvent, all unvested Convertible Securities will automatically be forfeited by the Participant, unless the Board otherwise determines in its discretion to permit some or all of the Convertible Securities to vest.
Where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breached his or her duties to the Group, the Board may in its discretion deem all unvested Convertible Securities held by that Participant to have been forfeited.
Unless the Board otherwise determines, or as otherwise set out in the Scheme rules:
-
(a) any Convertible Securities which have not yet vested will be forfeited immediately on the date that the Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date; and
-
(b) any Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.
11. Change of control
If a change of control event occurs in relation to the Company, or the Board determines that such an event is likely to occur, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including, without limitation, in a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event, subject to complying with the Listing Rules.
12. Rights attaching to Scheme Shares
All Shares issued under the Scheme, or issued or transferred to a Participant upon the valid exercise of a Convertible Security, (Scheme Shares) will rank pari passu in all respects with the Shares of the same class. A Participant will be entitled to any dividends declared and distributed by the Company on the Scheme Shares and may participate in any dividend reinvestment plan operated by the Company in respect of Scheme Shares.
A Participant may exercise any voting rights attaching to Scheme Shares.
13. Disposal restrictions on Scheme Shares
If the invitation provides that any Scheme Shares are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction.
For so long as a Scheme Share is subject to any disposal restrictions under the Scheme, the Participant will not:
-
(a) transfer, encumber or otherwise dispose of, or have a security interest granted over that Scheme Share; or
-
(b) take any action or permit another person to take any action to remove or circumvent the disposal restrictions without the express written consent of the Company.
14. Adjustment of Convertible Securities
If there is a reorganisation of the issued share capital of the Company (including any subdivision, consolidation, reduction, return or cancellation of such issued capital of the Company), the rights of each Participant holding Convertible Securities will be changed to the extent necessary to comply with the Listing Rules applicable to a reorganisation of capital at the time of the reorganisation.
If Shares are issued by the Company by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the holder of Convertible Securities is entitled, upon exercise of the Convertible Securities, to receive an allotment of as many additional Shares as would have been issued to the holder if the holder held Shares equal in number to the Shares in respect of which the Convertible Securities are exercised.
Unless otherwise determined by the Board, a holder of Convertible Securities does not have the right to participate in a pro rata issue of Shares made by the Company or sell renounceable rights.
18
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
EXPLANATORY STATEMENT
15. Participation in new issues
There are no participation rights or entitlements inherent in the Convertible Securities and holders are not entitled to participate in any new issue of Shares of the Company during the currency of the Convertible Securities without exercising the Convertible Securities.
16. Amendment of Scheme
Subject to the following paragraph, the Board may at any time amend any provisions of the Scheme rules, including (without limitation) the terms and conditions upon which any Securities have been granted under the Scheme and determine that any amendments to the Scheme rules be given retrospective effect, immediate effect or future effect.
No amendment to any provision of the Scheme rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by all Participants.
17. Scheme duration
The Scheme continues in operation until the Board decides to end it. The Board may from time to time suspend the operation of the Scheme for a fixed period or indefinitely, and may end any suspension. If the Scheme is terminated or suspended for any reason, that termination or suspension must not prejudice the accrued rights of the Participants.
If a Participant and the Company (acting by the Board) agree in writing that some or all of the Securities granted to that Participant are to be cancelled on a specified date or on the occurrence of a particular event, then those Securities may be cancelled in the manner agreed between the Company and the Participant.
19
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
EXPLANATORY STATEMENT
SCHEDULE 4
GLOSSARY
10% Placement Capacity has the meaning given in Explanatory Statement for Resolution 6.
AEDT means Australian Eastern Daylight Time, being the time in Sydney, New South Wales.
Agreed Issue Date has the meaning given in Resolution 6.
Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.
Annual Report means the Directors’ Report, the Financial Report, and Auditor’s Report, in respect of the financial year ended 30 June 2025.
ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.
ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires.
Auditor's Report means the Auditor's Report contained in the Financial Report.
Board means the board of Directors of the Company.
Chairman means the person appointed to chair the Meeting of the Company convened by the Notice of Meeting.
Closely Related Party has the same meaning given to that term in section 9 of the Corporations Act.
Company or MCA means Murray Cod Australia Limited ACN 143 928 625.
Convertible Security has the meaning given in Section 6 of Schedule 3.
Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.
Director means a director of the Company.
Directors' Report means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities included in the Annual Report.
Eligible Entity has the meaning given in Resolution 6.
Equity Securities has the meaning given to that term in the ASX Listing Rules.
Exercise Date has the meaning in Section 9 of Scheule 1.
Expiry Date has the meaning in Section 4 of Scheule 1.
Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.
Financial Report means the financial report for the financial year ended 30 June 2025, prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.
Incentive Options has the meaning given in Resolution 3.
Key Management Personnel or KMP has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and includes key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.
KMP means Mr Ross Anderson, Mr Mathew Ryan and Ms Wendy Dillon.
Notice of Exercise has the meaning in Section 9 of Scheule 1.
Notice of Meeting or Notice means this notice of annual general meeting dated 17 October 2025, including the Explanatory Statement.
Option means an option to acquire a Share.
Placement has the meaning given in Explanatory Statement for Resolution 5.
Placement Shares has the meaning given in Explanatory Statement for Resolution 5.
Proxy Form means the Proxy Form attached to this Notice of Meeting.
Resolution means the resolution set out in this Notice of Meeting.
Remuneration Report means the remuneration report of the Company for the financial year ended 30 June 2025 contained in the Directors’ Report.
Scheme means the Murray Cod Australia Ltd Employee Incentive Scheme, a summary of which is provided in Schedule 3.
Securities means any Equity Securities of the Company (including Shares, Options and/or Performance Rights).
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
Eligible Participant or Participant has the meaning given in Section 1 of Schedule 3.
ESS means an employee share scheme, as that term is defined in section 1100L(1) of the Corporations Act.
20
MURRAY COD AUSTRALIA LIMITED Notice of 2025 Annual General Meeting
ABN 74 143 928 625
==> picture [147 x 43] intentionally omitted <==
LODGE YOUR VOTE
ONLINE https://au.investorcentre.mpms.mufg.com
BY MAIL Murray Cod Australia 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 Overseas: +61 1300 554 474
X99999999999
X99999999999
PROXY FORM
I/We being a member(s) of Murray Cod Australia Limited and entitled to attend and vote hereby appoint:
APPOINT A PROXY
OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting,
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 11:00am (AEDT) on Tuesday, 18 November 2025 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a hybrid event. You can participate by attending in person at The Southside Griffith Leagues Club, Bridge Road, GRIFFITH NSW 2680 or logging in online at https://meetings.openbriefing.com/MCA25 (refer to details in the Virtual Annual General Meeting Online Guide). The Notice of Meeting can be found online at: https://au.investorcentre.mpms.mufg.com or alternatively on the Company’s website at: https://aquna.com/corporate/governance/
Important for Resolutions 3 and 4: 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 Resolutions 3 and 4, even though the Resolutions are 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 * For Against Abstain *
-
1 Re-election of Director – 4 Remuneration Report Mr Steven Chaur
-
2 Re-election of Director – 5 Ratification of Prior Issue of Mr Ross Anderson Placement Shares
-
3(a) Approval of Options to Director - 6 10% Additional Placement Ross Anderson Capacity
-
3(b) Approval of Options to Director - Mat Ryan
- If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf 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).
MCA PRX2501N
HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM
YOUR NAME AND ADDRESS
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.
APPOINTMENT OF PROXY
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.
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 Resolutions are connected directly or indirectly with the remuneration of KMP.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
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 he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
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 the Company’s share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
-
(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
-
(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.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (AEDT) on Sunday, 16 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.
Proxy Forms may be lodged using the reply paid envelope or:
-
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).
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
https://au.investorcentre.mpms.mufg. com 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
Murray Cod Australia Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia
BY FAX
+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
- in 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 virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] 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.