NEOMETALS LTD — AGM Information 2025

Oct 23, 2025

24 October 2025

Dear Shareholder,

Notice of Annual General Meeting

Neometals Ltd ( Company ) advises that it will hold its Annual General Meeting of Shareholders ( Meeting ) on Thursday, 27 November 2025 at 3:00pm (Perth Time) at the Edward Room, Chelsea Social (Ibis Perth), 334 Murray St, Perth, Western Australia, 6000.

Subject to the requirements of the Corporations Amendment (Meetings and Documents) Act 2022 (Cth), the Company is not sending hard copies of the Notice of Meeting to shareholders unless a shareholder has previously requested a hard copy. The Notice of Meeting can be viewed and downloaded from this website link: www.neometals.com.au/investors-media/governance-and-policies/ or from the ASX Company Announcement Platform at asx.com.au (ASX:NMT).

In addition to the physical meeting, the Company will conduct a webinar facility to enable shareholders to observe the Meeting remotely rather than attend in person. Please note that the webinar facility is for observation only; shareholders will not be able to vote or otherwise participate via the webinar. The Directors strongly encourage all shareholders to lodge a directed proxy form prior to the Meeting. Your personalised proxy form is enclosed with this letter. For your proxy to be valid, the proxy form must be received by the Company by 3:00pm (Perth Time) on Tuesday, 25 November 2025.

Details of the webinar, including instructions on how to access the webinar, will be made available on the Company’s website at www.neometals.com.au/investors-media/governance-and-policies/ and the ASX Company Announcement Platform at asx.com.au (ASX:NMT).

Yours sincerely,

==> picture [87 x 41] intentionally omitted <==

Mark Boyne Joint Company Secretary

==> picture [85 x 47] intentionally omitted <==

Giuliano Giordani Joint Company Secretary

Neometals Ltd ACN 099 116 631 info@neometals.com.au

T +61 8 9322 1182 F +61 8 9321 0556 Level 1, 1292 Hay Street, West Perth WA 6005 Locked Bag 8, West Perth WA 6872

ASX: NMT | OTCQX: NMTAY neometals.com.au

1 Financial reports

==> picture [118 x 34] intentionally omitted <==

Neometals Ltd ABN 89 099 116 631

Notice of 2025 Annual General Meeting

Notice is given that the 2025 Annual General Meeting of Neometals Ltd ABN 89 099 116 631 ( Company ) will be held at 3:00pm (Perth Time) on Thursday, 27 November 2025 at the Edward Room, Chelsea Social (Ibis Perth), 334 Murray St, Perth Western Australia, 6000.

The Explanatory Materials accompany and form part of this Notice of Meeting and provide additional information on the Resolutions to be considered at the AGM. Terms used in this Notice of Meeting and the Explanatory Materials are defined in the Glossary.

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

If you wish to discuss any matter in this Notice of Meeting please do not hesitate to contact the either of the Joint Company Secretaries on +61 8 9322 1182 or at cosec@neometals.com.au

Agenda items

Ordinary business

To receive and consider the financial report of the Company and the reports of the Directors and auditor for the year ended 30 June 2025.

Shareholders are invited to ask questions or make comments on these reports. A representative of the Company’s auditor will be at the AGM to respond to any questions raised of the auditor or on the auditor’s report in accordance with the Corporations Act.

Note: There is no requirement for Shareholders to approve these reports.

2 Remuneration report

To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution:

Resolution 1

That the remuneration report for the year ended 30 June 2025 be adopted.

Note: The remuneration report is set out in the 2025 Annual Report of the Company. In accordance with the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company.

Neometals Ltd ACN 099 116 631 info@neometals.com.au

T +61 8 9322 1182 F +61 8 9321 0556 Level 1, 1292 Hay Street, West Perth WA 6005 Locked Bag 8, West Perth WA 6872

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [35 x 34] intentionally omitted <==

Voting prohibition statement

The Company will disregard any votes cast on Resolution 1:

• by or on behalf of a member of the KMP as disclosed in the remuneration report;

• by or on behalf of a Closely Related Party (such as close family members and any controlled companies) of a member of the KMP; or

• as a proxy by a member of the KMP or their Closely Related Parties,

unless the vote is cast as a proxy for a person entitled to vote in accordance with a direction on the proxy form or by the Chairman pursuant to an express authorisation to exercise the proxy.

3 Re-election of director

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

Resolution 2

That Greg Evans, being eligible, offers himself for re-election as a Director, and is reelected as a Director.

Special business

4 Approval of Performance Rights Plan

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

Resolution 3

That, for the purposes of ASX Listing Rule 7.2 exception 13(b) and for all other purposes, approval be given to the Company’s Performance Rights Plan and for the grant of performance rights under it, and further issues of Shares on vesting of such performance rights, on the terms set out in the Explanatory Materials.

Voting exclusion statement

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

• a person who is eligible to participate in the Company’s Performance Rights Plan; or

• an associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 3 by:

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

• the chair of the meeting as proxy for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

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

2

ASX: NMT | US OTCQX: NMTAY neometals.com.au

5 Approval of grant of Performance Rights to Christopher Reed

==> picture [35 x 34] intentionally omitted <==

• 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.

Voting prohibition statement

The Company will disregard any votes cast on Resolution 3 as a proxy by a member of the KMP or their Closely Related Parties, unless the vote is cast as a proxy for a person entitled to vote in accordance with a direction on the proxy form or by the Chairman pursuant to an express authorisation to exercise the proxy.

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

Resolution 4

That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the Company to grant performance rights to Christopher Reed, Managing Director and Chief Executive Officer, under the Company’s Performance Rights Plan on the terms set out in the Explanatory Materials.

Voting exclusion statement

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

• Christopher Reed or any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company’s Performance Rights Plan; or

• an associate of that person or those persons.

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 directions given to the proxy or attorney to vote on the resolution in that way; or

• the chair of the meeting as proxy for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary 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.

3

ASX: NMT | US OTCQX: NMTAY neometals.com.au

6 Approval of grant of Performance Rights to Non-executive Directors

==> picture [35 x 34] intentionally omitted <==

Voting prohibition statement

The Company will disregard any votes cast on Resolution 4 as a proxy by a member of the KMP or their Closely Related Parties, unless the vote is cast as a proxy for a person entitled to vote in accordance with a direction on the proxy form or by the Chairman pursuant to an express authorisation to exercise the proxy.

To consider and, if thought fit, to pass respectively as separate and independent ordinary resolutions, each of the following:

Resolution 5

That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the Company to grant performance rights to Greg Evans, Non-Executive Director, under the Company’s Performance Rights Plan on the terms set out in the Explanatory Materials.

Resolution 6

That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the Company to grant performance rights to Les Guthrie, Non-Executive Director, under the Company’s Performance Rights Plan on the terms set out in the Explanatory Materials.

Resolution 7

That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval be given for the Company to grant performance rights to Steven Cole, Chairman and NonExecutive Director, under the Company’s Performance Rights Plan on the terms set out in the Explanatory Materials

Voting exclusion statement

The Company will disregard any votes cast in favour of Resolutions 5, 6 and 7 by or on behalf of:

• Greg Evans, Les Guthrie, Steven Cole or any other person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company’s Performance Rights Plan; or

• an associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolutions 5, 6 and 7 by:

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

• the chair of the meeting as proxy for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

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

4

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [35 x 34] intentionally omitted <==

• 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.

Voting prohibition statement

The Company will disregard any votes cast on Resolutions 5, 6 and 7 as a proxy by a member of the KMP or their Closely Related Parties, unless the vote is cast as a proxy for a person entitled to vote in accordance with a direction on the proxy form or by the Chairman pursuant to an express authorisation to exercise the proxy.

Voting entitlements

The Board has determined that under regulation 7.11.37 of the Corporations Regulations 2001 (Cth), for the purposes of the AGM, Shares will be taken to be held by the persons who are the registered holders at 4:00pm (Perth Time) on Tuesday, 25 November 2025. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

Chairman

Steven Cole will act as Chairman of the AGM (and, if Steven Cole is unable to attend, or if he steps away from the chair due to the subject matter of the Resolution being deliberated upon, another Director will act as chairman of the AGM for such purpose).

Proxies

• (a) Votes at the AGM may be given personally or by proxy, attorney or representative.

• (b) A proxy need not be a Shareholder of the Company.

• (c) The proxy form sent with this Notice of Meeting should be used for the AGM.

• (d) Each Shareholder who is entitled to cast 2 or more votes at the AGM may appoint up to 2 persons to act as proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder’s votes that each proxy may exercise, then each proxy will be entitled to exercise half of that Shareholder’s votes. An additional proxy form will be supplied by the Company on request. No Shareholder may appoint more than 2 proxies.

• (e) In the case of a Shareholder who is an individual, a proxy form must be executed under the hand of the individual or their attorney duly authorised in writing and, in the case of a member that is a corporation, a proxy form must be

5

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [35 x 34] intentionally omitted <==

executed by the corporation under common seal, pursuant to section 127 of the Corporations Act or under the hand of its duly authorised officer or attorney.

• (f) Any Shareholder may by power of attorney appoint an attorney to act on his or her behalf and such power of attorney or a certified copy thereof must be received by the Company as set out in paragraph (l) below.

• (g) Any corporation that is a Shareholder of the Company may appoint a representative to attend and vote for that corporation at the AGM. Appointments of corporate representatives must be received by the Company as set out in paragraph (l) below or handed in at the AGM when registering as a corporate representative.

• (h) Any directed proxies that are not voted on a poll at the AGM by a Shareholder’s appointed proxy will automatically default to the Chairman of the AGM, who is required to vote proxies as directed on a poll.

• (i) Members of the KMP (which includes each of the Directors) will not be able to vote as proxy on Resolutions 1, 3, 4, 5, 6, and 7 unless the Shareholder directs them how to vote or, in the case of the Chairman of the AGM, unless the Shareholder expressly authorises him to do so.

• (j) If a Shareholder intends to appoint a member of the KMP (other than the Chairman of the AGM) as their proxy, the Shareholder should ensure that they direct the member of the KMP how to vote on Resolutions 1, 3, 4, 5, 6, and 7.

• (k) If a Shareholder intends to appoint the Chairman of the AGM as their proxy for Resolutions 1, 3, 4, 5, 6, and 7, the Shareholder can direct the Chairman how to vote by marking one of the boxes for Resolutions 1, 3, 4, 5, 6, and 7 (for example, if the Shareholder wishes to vote ‘for’, ‘against’ or to ‘abstain’ from voting). If a Shareholder does not direct the Chairman how to vote, then by submitting the proxy form, the Shareholder will be expressly authorising the Chairman to exercise the proxy in respect of Resolutions 1, 3, 4, 5, 6, and 7 even though they are connected to the remuneration of members of the KMP.

• (l) Proxy forms (including any instruments under which they have been executed) and powers of attorney granted by Shareholders must be received by the Company by 3:00pm (Perth Time) on Tuesday, 25 November 2025 as follows:

At the Company’s share registry:

• (1) by post to the Company’s share registry:

• Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

• (2) by facsimile to the Company’s share registry:

1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)

Online

Alternatively, Shareholders can register their proxy voting instructions online at www.investorvote.com.au by 3:00pm (Perth Time) on Tuesday, 25 November 2025 . Please refer to the enclosed proxy form for more information about submitting proxy voting instructions online.

Mobile

Alternatively, Shareholders can vote using their mobile phone by scanning the QR Code on the proxy form and following the prompts.

6

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [35 x 34] intentionally omitted <==

Custodians and nominees

Custodians and nominees are able to vote online at www.intermediaryonline.com.

BY ORDER OF THE BOARD

==> picture [82 x 38] intentionally omitted <==

Mark Boyne Joint Company Secretary Neometals Ltd 24 October 2025

==> picture [84 x 46] intentionally omitted <==

Giuliano Giordani Joint Company Secretary Neometals Ltd 24 October 2025

7

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 33] intentionally omitted <==

Explanatory Materials

These Explanatory Materials form part of the Notice of Meeting and have been prepared to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the Notice of Meeting.

Resolution 1 – Adoption of remuneration report

Background

The remuneration report for the year ended 30 June 2025 is set out in the Company’s 2025 Annual Report.

The remuneration report:

• describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of key management personnel and the Company’s performance; and

• sets out the remuneration arrangements in place for the Directors and other key management personnel.

Section 250R(2) of the Corporations Act requires the AGM to include a vote on the adoption of the remuneration report. In accordance with section 250R(3) of the Corporations Act, the vote on the resolution is advisory only and does not bind the Directors or the Company. However, the Directors will take the discussion at the AGM and the outcome of the vote into account when considering the Company’s remuneration policies.

Section 250SA of the Corporations Act requires that a reasonable opportunity be allowed to Shareholders at the AGM to ask questions about, or make comments on, the remuneration report.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if at least 25% of votes cast are against adoption of the remuneration report at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution proposing that another general meeting be held within 90 days, at which all of the Directors (other than the Managing Director) would need to stand for reelection ( Spill Resolution ).

The votes cast against the Company’s remuneration report at the Company’s last annual general meeting held on 22 November 2024 represented less than 25% of the total votes cast. Accordingly, if at least 25% of the votes cast on Resolution 1 are against adoption of the remuneration report it will not result in the Company putting a Spill Resolution to Shareholders.

Recommendation of Directors

The Directors encourage all eligible Shareholders to vote in favour of adoption of the remuneration report.

The Chairman intends to vote all undirected proxies in favour of the adoption of the remuneration report.

8

ASX: NMT | OTCQX: NMTAY neometals.com.au

Resolution 2 – Re-election of director

==> picture [34 x 34] intentionally omitted <==

Resolution 2: Re-election of Greg Evans

Greg Evans was appointed as a Director on 21 October 2025. Under the Constitution, he holds office only until this AGM and therefore offers himself for election.

Experience and qualifications

Mr Evans is a senior executive and company director with over 25 years’ experience in the energy, resources, and finance sectors. He is currently Non-Executive Chair of Yandal Resources Ltd (ASX: YRL) and an Independent Non-Executive Director of Macmahon Holdings Ltd (ASX: MAH). Mr Evans was formerly a Corporate Finance Partner at KPMG Australia, advising on corporate transactions and project financing, primarily in the resources industry. He holds a Bachelor of Commerce from Curtin University, a Diploma in Applied Finance, and is a Graduate of the Australian Institute of Company Directors (GAICD).

Recommendation of Directors

The Directors (with Mr Evans abstaining), after considering the recommendations of the Company’s Nominations Committee, recommend that Shareholders vote in favour of Resolution 2. Mr Evans makes no recommendation regarding his election.

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

Resolution 3 – Approval of Performance Rights Plan

Background

In 2011, the Company established a Performance Rights Plan ( PRP ) for its employees to reward contributions to the Company’s performance, and strengthen the link between the creation of value for Shareholders and rewards for its employees. The PRP was approved at the Company’s 2011 and 2014 annual general meetings, and amended and updated versions of the PRP were approved at the Company’s 2017, 2020 and 2022 annual general meetings.

The Company believes that the PRP assists it to remunerate and provide ongoing incentives to its employees and will continue to help encourage Directors to hold a base level of Shareholding in the Company.

In summary, the rules of the PRP enable the Company to issue performance rights ( Performance Rights ) to eligible personnel subject to performance hurdles and vesting conditions determined by the Board. Each Performance Right entitles the holder, for nil cash consideration, to one fully paid ordinary share in the Company if the applicable performance hurdles and vesting conditions set for that holder are satisfied and the Performance Right is exercised by the holder.

Resolution 3 seeks Shareholder approval of the PRP for the purposes of Listing Rule 7.2 exception 13(b) and all other purposes so that grants of Performance Rights under the PRP, and further issues of Shares on vesting of such Performance Rights, will not reduce the Company’s Placement Capacity (defined below) under Listing Rule 7.1.

9

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 34] intentionally omitted <==

The grant of any Performance Rights to a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 (including any Director) will require specific Shareholder approval under Listing Rule 10.14.

Listing Rules 7.1 and 7.2 exception 13(b)

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period ( Placement Capacity ).

Listing Rule 7.2 exception 13(b) excludes from the restriction in Listing Rule 7.1 any issue of securities under an employee incentive scheme if within 3 years before the issue date the holders of the company’s ordinary securities have approved the issue of securities under the scheme.

If Resolution 3 is passed, the Company will be able to grant Performance Rights under the PRP without using up any of the Company’s Placement Capacity and without Shareholder approval under Listing Rule 7.1 for a period of 3 years after the date of the passing of Resolution 3.

If Resolution 3 is not passed, the Company may still grant Performance Rights under the PRP but any grant will reduce the Company’s capacity to issue equity securities under Listing Rule 7.1 for 12 months following such grant. This may limit the Company’s ability to utilise the PRP without additional Shareholder approval.

Information required by Listing Rule 7.2 exception 13(b)

The following information is provided to Shareholders for the purposes of Listing Rule 7.2 exception 13(b):

• A summary of the rules of the PRP is set out in Appendix 1. A copy of the full rules of the PRP is also available on the Company’s website or upon request from the Company.

• Since Shareholders last approved the PRP in 2022, the Company has granted a total of 15,243,715 Performance Rights.

• Only 1,807,728 Shares have been issued on the vesting of 1,807,728 Performance Rights (with some rights subject to re-testing on 31 December 2025).

• The maximum number of Performance Rights proposed to be issued under the PRP within the 3 year period after the date of the passing of Resolution 3 is 35,000,000 (representing c.4.35% of the Company’s current grossed up issued capital should such maximum number of Performance Rights be issued, although the number of Performance Rights actually to vest would be likely to be a lesser percentage given the KPIs and performance conditions needed to be satisfied as a pre-condition to their vesting). This maximum number is not intended to be a prediction of the actual number of Performance Rights even to be granted, let alone vest, under the PRP, but simply a ceiling for the purposes of Listing Rule 7.2 exception 13(b).

• A voting exclusion statement in respect of Resolution 3 has been included in the Notice of Meeting.

10

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 34] intentionally omitted <==

Recommendation of Directors

Given that the Directors potentially may participate in the PRP, the Directors make no recommendation in respect of Resolution 3.

The Chairman intends to vote all undirected proxies in favour of Resolution 4.

Resolution 4 – Approval of grant of Performance Rights to Christopher Reed

Background

Under Mr Reed’s employment agreement, Mr Reed is currently entitled to receive a base salary of $650,000 per annum (inclusive of statutory superannuation) for FY 2025/2026 and as determined thereafter by the Board within benchmarked constraints for listed companies of comparable size, market capitalisation and complexity, a variable remuneration component in the form of a short-term incentive annual discretionary bonus of up to 25% of the value of his base salary for FY 2025/2026 and thereafter 50% from time to time, and a long term incentive component in the form of the grant of Performance Rights up to 50% of the value of his base salary from time to time, under the PRP (subject to any requisite Shareholder approvals).

As part of his long-term incentive remuneration structure, the Company has agreed to invite Mr Reed to apply for tranches of Performance Rights over each of the next 3 financial years in accordance with agreed principles and subject to agreed performance conditions set out below.

Terms of Long Term Incentive Performance Rights

In respect of each financial year until 30 June 2028, in accordance with the terms of his employment contract, Mr Reed will be invited to apply for a number of Performance Rights under the PRP that has been adopted by the Board and submitted for Shareholder approval under Resolution 3 at the AGM.

The number of rights that Mr Reed will be entitled to apply for will be determined by reference to the following formula:

S P = VWAP

Where:

• “ P ” is the whole number of Performance Rights;

• “ S ” is the portion of Mr Reed’s annual salary package referrable to the long term incentive for the applicable period, set in accordance with his employment contract; and

• “ VWAP ” is the 60-day volume weighted average price of Shares on ASX calculated as at 30 June before the commencement of the relevant financial year.

A worked example of the operation of this formula is set out in Appendix 2.

The Performance Rights will be granted subject to the rules of the PRP.

11

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 34] intentionally omitted <==

Under the rules of the PRP (subject to Rule 5.2), the Performance Rights will vest only if Mr Reed remains an employee of the Company or a Related Body Corporate up to and including the relevant vesting date.

Rule 5.2 of the PRP allows for earlier vesting where Mr Reed ceases to be an employee of the Company by reason of death, disability, bona fide redundancy or other reason with the approval of the Board.

When Rule 5.2 applies, the Board may determine the extent (if any) to which Performance Rights granted will vest, having regard to level of satisfaction of the performance conditions over the period from the date of grant to the date of cessation of employment.

No consideration is payable by Mr Reed at the time that the Performance Rights are granted or upon the allocation of Shares to which he may become entitled on the vesting dates.

Performance conditions

The Performance Rights will not vest unless the performance conditions set out below have been satisfied. For the Performance Rights Mr Reed will be invited to apply for in respect of the financial year ending 30 June 2026, the performance conditions will be measured over the period from 1 July 2025 to 30 June 2028 ( Vesting Date 1 ) with an opportunity for the performance conditions to be re-measured six months later as at 30 December 2028 ( Vesting Date 2 ) in respect of any Performance Rights which do not vest on 30 June 2028 (the period until 31 December 2028 being the Relevant Period ). The Performance Rights available to Mr Reed in the financial year ending 30 June 2027 will have corresponding vesting dates in 2029 and the Performance Rights available to Mr Reed the financial year ending 30 June 2028 will have corresponding vesting dates in 2030.

Any Performance Rights that do not vest following re-testing will lapse.

Tranche 1 – Relative TSR

The vesting of 40% of the Performance Rights will be measured at each Vesting Date by comparing the Company’s total shareholder return ( TSR ) against the TSRs of a comparator group of companies determined by the Board on the recommendation of the Company’s Remuneration Committee over the Relevant Period.

The Performance Rights will vest depending on the Company’s percentile ranking within the comparator group on the relevant Vesting Date as follows:

• If the Company ranks below the 50th percentile, none of the Performance Rights will vest.

• If the Company ranks at the 50th percentile, 50% of the Performance Rights will vest.

• For each percentile at or above the 51st percentile up to the 75th percentile, a further 2% of the Performance Rights will vest, with 100% vesting where the Company ranks at or above the 75th percentile.

Tranche 2 – Absolute TSR

40% of the Performance Rights will be measured as at each Vesting Date by calculating the Company’s annualised TSR calculated over the Relevant Period ( Absolute TSR ).

The Performance Rights will vest depending on the Company’s annualised Absolute TSR on the relevant Vesting Date as follows:

• If the Company’s annualised Absolute TSR is less than 15%, none of the Performance Rights will vest.

12

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 34] intentionally omitted <==

• If the Company’s annualised Absolute TSR is 15%, 50% of the Performance Rights will vest.

• For each additional 1% TSR above 15% annualised Absolute TSR, an additional 10% of the Performance Rights will vest, with 100% vesting where the Company’s annualised Absolute TSR is at or above 20%.

Tranche 3 – Business Plan

The vesting of 20% of the Performance Rights will be tested as at each Vesting Date as follows:

• 10% will vest if the combined market capitalisation of the Company and any entity demerged from the Neometals group and separately listed on the ASX would meet the threshold for entry into the ASX/S&P 500 Index.

• The remaining 10% will vest at the discretion of the Board based on the achievement of its strategic objectives (both financial and non-financial) in delivering value to NMT’s shareholders and broader stakeholders

Listing Rule 10.14

Listing Rule 10.14 provides that a listed company must not permit a director of a company or their associates to acquire equity securities under an employee incentive scheme (such as the PRP) unless it obtains the approval of its shareholders.

The grant of Performance Rights to Mr Reed falls within Listing Rule 10.14.1 and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.14.

Resolution 4 seeks Shareholder approval under Listing Rule 10.14 for the grant of Performance Rights, and further issues of Shares on vesting of such Performance Rights, to Mr Reed on the terms described in these Explanatory Materials.

If Resolution 4 is passed, the Company will be able to proceed with the grant of the Performance Rights and any subsequent issue of Shares upon the vesting of such Performance Rights will not count towards the Company’s Placement Capacity under Listing Rule 7.1 (without the need for separate Shareholder approval under Listing Rule 7.1).

If Resolution 4 is not passed, the Company will not be able to proceed to grant the Performance Rights to Mr Reed. The Company may then need to consider alternative arrangements to appropriately remunerate and incentivise Mr Reed.

Information required by Listing Rule 10.15

The following information is provided to Shareholders for the purposes of Listing Rule 10.15:

• The Performance Rights are to be issued to Christopher Reed, the Managing Director and Chief Executive Officer of the Company.

• Mr Reed falls within Listing Rule 10.14.1 as he is the Managing Director of the Company.

• Subject to Shareholder approval being obtained, the maximum number of Performance Rights (and hence Shares) that the Company may issue to Mr Reed in respect of the financial years ending 30 June 2026, 30 June 2027 and 30 June 2028 will be determined in accordance with the terms of his employment agreement as described above.

• Mr Reed’s current total remuneration package is described above.

• Mr Reed has previously been issued 27,704,111 Performance Rights (each for nil cash consideration) pursuant to the PRP (since its adoption in 2011).

13

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 34] intentionally omitted <==

• The Performance Rights will be granted under the terms of the PRP as described above and in Appendix 1.

• The Company has chosen to grant Performance Rights to Mr Reed on the basis that:

• the Performance Rights are unlisted and, therefore, will have no immediate dilutionary impact on Shareholders;

• the issue of Performance Rights to Mr Reed will further align his interests with those of Shareholders by linking his remuneration with the performance of the Company;

• the issue of Performance Rights is a reasonable and appropriate method to provide cost effective remuneration to Mr Reed; and

• the vesting of the Performance Rights will only occur if the KPIs and the conditions upon which they have been issued have been satisfied

• The value of each Performance Right is determined by the VWAP (as defined above), being the 60-day volume weighted average price of Shares traded on the ASX calculated as at 30 June before the commencement of the relevant financial year.

• Subject to the passing of Resolution 4, Performance Rights to be granted to Mr Reed will be issued on or around July 2026, July 2027, and July 2028 and in any event no later than 3 years after the date of the AGM.

• No consideration is payable by Mr Reed at the time of grant of the Performance Rights or upon the allocation of Shares to which he may become entitled on vesting and exercise of the Performance Rights.

• A summary of the terms of the PRP is set out in Appendix 1. A copy of the full rules of the PRP is also available on the Company’s website or upon request from the Company.

• No loans will be made by the Company in relation to the acquisition of the Performance Rights by Mr Reed.

• Details of any Performance Rights and/or Shares issued under the PRP will be published in the annual report of the Company relating to the period in which the Performance Rights and/or Shares were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

• Any additional persons who become entitled to participate in an issue of securities under the PRP after Resolution 4 is approved and who are not named in the Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14 (if approval is required under that Listing Rule).

• A voting exclusion statement in respect of Resolution 4 has been included in the Notice of Meeting.

Recommendation of Directors

The Directors, other than Christopher Reed, recommend that Shareholders vote in favour of Resolution 4. Christopher Reed has an interest in the outcome of Resolution 4 and therefore declines to make any recommendation in relation to Resolution 4.

The Chairman intends to vote all undirected proxies in favour of Resolution 4.

14

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 34] intentionally omitted <==

Resolutions 5 to 7 – Approval of grant of Performance Rights to Non-Executive Directors

Background

Resolutions 5 to 7 seek Shareholder approval for the participation of the Company’s NonExecutive Directors ( NEDs ) in the PRP, and any grants of Performance Rights in FY2026, FY2027 and FY2028 to any NEDs in office from time to time, under the PRP that has been adopted by the Board and submitted for Shareholder approval under Resolution 3 at this AGM.

The inclusion of NEDs to the Company’s Performance Rights Plan is intended to encourage and help facilitate current and future NEDs holding a base level shareholding in the Company. Whilst some companies have a policy requiring a mandatory level of share ownership by NEDs within several years of joining the Board of a company, Neometals’ preferred approach is to encourage and facilitate its Directors to hold a modest parcel of shares in the Company over time, to align their interests with Shareholders’ interests. By allowing NEDs to participate in the PRP this provides for the alignment of interests with the Shareholders with minimal administration for the Company whilst offering flexibility to the NEDs.

Overview of the Non-Executive Directors participation in the Performance Rights Plan

NEDs will be invited to elect to be granted Performance Rights under the PRP each financial year by salary sacrificing part of their fees for their services as NEDs in exchange for Performance Rights (up to a cap of 50% of the relevant director’s annual fees).

The number of rights that the NEDs will be entitled to apply for will be the percentage of their fees for the relevant financial year that they elect to sacrifice, multiplied by the dollar value of the total fees that they are entitled to receive (prior to any salary sacrifice) in the relevant financial year that they elect to salary sacrifice, divided by the daily volume-weighted average market price of the Shares traded on the ASX during the 5 trading days prior to the date of grant.

Worked examples of the NEDs’ ability to participate in the PRP are set out in Appendix 2.

The Performance Rights will be granted subject to the rules of the PRP. A summary of the rules of the PRP is set out in Appendix 1. A copy of the full rules of the PRP is available upon request from the Company.

The Performance Rights will vest if a NED remains a NED of the Company up to and including the relevant vesting date, and where a NED ceases to be a NED of the Company for any reason before vesting, the Performance Rights held by the NED will continue on their existing terms and vest on the allocated vesting date, unless the Board exercises a discretion to accelerate vesting. Any vested Performance Rights will continue to be exercisable in accordance with their terms.

No consideration is payable by the NED upon the allocation of Shares following exercise of their Performance Rights if the rights vest in accordance with their terms.

15

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 34] intentionally omitted <==

Listing Rule 10.14

Listing Rule 10.14 provides that a listed company must not permit a director of a company or their associates to acquire equity securities under an employee incentive scheme (such as the PRP) unless it obtains the approval of its shareholders.

The grant of Performance Rights to the NEDS falls within Listing Rule 10.14.1 and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.14.

Resolutions 5 to 7 seek Shareholder approval under Listing Rule 10.14 for the grant of Performance Rights, and further issues of Shares on vesting of such Performance Rights, to each of Greg Evans, Les Guthrie and Steven Cole.

If Resolutions 5 to 7 are passed, the Company will be able to proceed with the grant of the Performance Rights and any subsequent issue of Shares upon the vesting of such Performance Rights will not count towards the Company’s Placement Capacity under Listing Rule 7.1 (without the need for separate Shareholder approval under Listing Rule 7.1).

If Resolutions 5 to 7 are not passed, the Company will not be able to proceed to grant the Performance Rights to the NEDs. The Company may then need to consider alternative arrangements to appropriately remunerate and incentivise the NEDs or alternatively the relevant directors will be entitled to their full director fee remuneration in cash at the Company’s usual payroll dates.

Information required by Listing Rule 10.15

The following information is provided to Shareholders for the purposes of Listing Rule 10.15:

• The Performance Rights are to be issued to Greg Evans (subject to his re-election at the AGM), Les Guthrie and Steven Cole.

• The NEDs fall within Listing Rule 10.14.1 as they are directors of the Company.

• The maximum number of Performance Rights that may be issued to the NEDs in the next three years cannot be calculated as it depends on:

• the amount a NED elects to sacrifice of their director fees to acquire Performance Rights; and

• the Share price at the time when Performance Rights are granted to the NEDs.

• The current total remuneration package of each of the NEDs is set out below:

• Steven Cole (Chairman) – $150,000.

• Greg Evans (Non-Executive Director) – $90,000.

• Les Guthrie (Non-Executive Director) – $90,000.

• The NEDs have previously been issued the following Performance Rights pursuant to the PRP:

• Steven Cole – 1,994,658 (for nil cash consideration, in lieu of $430,000 of salary sacrificed director’s fees).

• Greg Evans – nil.

• Les Guthrie – 246,117 (for nil cash consideration, in lieu of $60,500 of salary sacrificed director’s fees).

16

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 34] intentionally omitted <==

• The Performance Rights will be granted under the terms of the PRP as described above and in Appendix 1.

• The Company has chosen to grant Performance Rights to the NEDs on the basis that:

• the Performance Rights are unlisted and, therefore, will have no immediate dilutionary impact on Shareholders;

• the issue of Performance Rights to the NEDs will further align their interests with those of Shareholders by linking their remuneration with the performance of the Company; and

• the issue of Performance Rights is a reasonable and appropriate method to provide cost effective remuneration to the NEDs.

• The value of each Performance Right is determined by the volume weighted average price of the Shares traded on the ASX during the 5 trading days prior to the date of grant.

• Performance Rights to be granted to the NEDs will be allocated to the NEDs no later than 3 years after the date of the AGM.

• A summary of the terms of the PRP is set out in Appendix 1. A copy of the full rules of the PRP is also available upon request from the Company.

• No loans will be made by the Company in relation to the acquisition of Performance Rights or any shares issued under the PRP to the NEDs.

• Details of any Performance Rights and/or Shares issued under the PRP to the NEDs will be published in the annual report of the Company relating to the period in which the Performance Rights and/or Shares issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.

• Any additional persons who become entitled to participate in an issue of securities under the PRP after Resolutions 6 to 8 are approved and who are not named in the Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14 (if approval is required under that Listing Rule).

• A voting exclusion statement in respect of each of Resolutions 5 to 7 has been included in the Notice of Meeting.

If approval is given by Shareholders under Listing Rule 10.14, any securities issued to a NED will not be calculated as a “director’s fee” for the purposes of the total agreement amount of Directors fees payable in accordance with Listing Rule 10.17.

Recommendation of Directors

Given that Resolutions 5 to 7 respectively relate to Performance Rights to issue respectively to Greg Evans, Les Guthrie and Steven Cole, each of those named directors makes no recommendation in respect of the relevant Resolution that related to the issue of Performance rights to themselves.

The Chairman intends to vote all undirected proxies in favour of Resolutions 5 and 6, and the chair of the meeting at the time (with the Chairman recusing himself from chairing the meeting with respect to Resolution 7 due to his interest in the Resolution) will intend to vote undirected proxies in favour of Resolution 7.

17

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 34] intentionally omitted <==

Glossary

The meaning of the terms used in the Notice of Meeting and the Explanatory Materials are set out below.

Term	Meaning
AASB	the Australian Accounting Standards Board.
AGM	the annual general meeting of the Company that is the subject of
	the Notice of Meeting.
ASX	ASX Limited ABN 98 008 624 691 and, where the context permits,
	the financial market that it operates.
Board	the board of Directors of the Company.
Business Day	has the meaning given in the Listing Rules.
Chairman	the chairman of the AGM.
Closely Related Party	has the meaning given in section 9 of the Corporations Act. It
	includes close family members and any controlled companies of a
	member of the KMP.
Companyor	Neometals Ltd ABN 89 099 116 631.
Neometals
Constitution	the constitution of the Company.
Corporations Act	the_Corporations Act 2001_(Cth).
Director	a director of the Company.

18

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 34] intentionally omitted <==

Term	Meaning
Explanatory Materials	the explanatory materials accompanying the Notice of Meeting.
KMP	the Company’s key management personnel as defined in AASB
	Standard 124.
Listing Rules	the ASX Listing Rules.
Notice of Meeting	this notice of annual general meeting.
Performance Rights	performance rights issued under the Company’s PRP.
Perth Time	the official time in Perth, Australia.
Placement Capacity	has the meaning given in the ‘Background to Resolution 3’ section
	of the Explanatory Materials.
Proxy Form	the proxy form accompanying the Notice of Meeting.
PRP	the Company’s Performance Rights Plan.
Resolution	a resolution contained in the Notice of Meeting.
Share	a fully paid ordinary share in the capital of the Company.
Shareholder	a registered holder of a Share in the Company.
TSR	Total Shareholder Return

19

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 34] intentionally omitted <==

APPENDIX 1

SUMMARY OF RULES OF PRP

1. The Board may determine which persons are eligible to receive grants of performance rights under the PRP and may invite eligible persons to participate in the PRP and be granted a number of Performance Rights on terms and conditions specified by the Board. In particular, the PRP may be extended to employees ( Employee Participants ) and Non-Executive Directors ( NEDs ).

2. Performance Rights will not be quoted and will not be transferable except with the Board’s consent or by force of law upon the participant’s death or bankruptcy.

3. If the Performance Rights offer is for monetary consideration, the Board must not make an offer of Performance Rights unless at the time of making the offer there are reasonable grounds to believe that:

4. (a) the total number of Shares in the Company that are covered by the Performance Rights that may be issued under the offer; and

5. (b) the total number of Shares in the Company that are covered by the Performance Rights that have been issued, or could have been issued, under offers made in connection with these Rules at any time during the 3 year period ending on the day the offer is made,

does not exceed 5% of the number of those Shares actually issued by the Company (whether in connection with these Rules or otherwise) as at the start of the day the offer is made.

1. Performance Rights confer on the participant no rights to vote, attend meetings, participate in a distribution or profit or a return of capital or any other participant rights or entitlements.

2. In general, Performance Rights vest when the applicable performance hurdles and vesting conditions are satisfied. Performance Rights may vest earlier where a participant ceases to be an employee of the Company by reason of death, disability, bona fide redundancy or other reason with the approval of the Board. Any Performance Right that does not vest as at the last available vesting date will be forfeited immediately.

3. On vesting of a Performance Right, the Performance Right will become exercisable in the form and manner determined by the Board. For some Performance Rights, the Board may approve an automatic exercise of such a Performance Right at a specified time or event.

4. On exercise of a Performance Right, the Company will either issue or transfer to the participant a share in the Company, unless the Board, in its discretion, determines to satisfy the entitlement through a cash payment in lieu of the allocation of Shares.

5. The Company will apply for quotation on ASX of any shares issued under the PRP. Any shares issued under the PRP will rank equally with those traded on ASX at the time of issue, except as regards any rights attaching to shares by reference to a record date prior to the date of allotment.

6. Participants must ensure that any trading in shares issued on vesting of Performance Rights is in compliance with the Company’s Policy on the Trading of Company’s Securities, and in compliance with any restrictions imposed by the Board in their discretion.

7. Where, in the opinion of the Board, an Employee Participant acts fraudulently or dishonestly or is in breach of their obligations to the Company or a Related Body Corporate, the Board may deem any unvested Performance Rights to be forfeited and any shares issued on vesting of performance rights to be forfeited.

8. Where a NED ceases to hold office, any vested but unexercised Performance Rights held by the NED may still be exercised.

20

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 34] intentionally omitted <==

1. Upon an Employee Participant ceasing to be an employee of the Company or a Related Body Corporate by reason of death, disability, bona fide redundancy or other reason approved by the Board:

2. (a) if at that time the participant continues to satisfy any other relevant conditions of the grant the Board may determine the extent to which Performance Rights held by the participant vest (and if no determination is made by the Board all Performance Rights held by the participant will be forfeited); and

3. (b) any vested but unexercised Performance Rights must be exercised within the later of 90 days following cessation of employment or vesting as relevant. Performance Rights not exercised within this period will lapse.

4. Upon an Employee Participant ceasing to be an employee of the Company or a Related Body Corporate for any other reason, all Performance Rights held by the participant are forfeited.

5. In the event of a takeover bid for the Company:

6. (a) any performance rights granted to a NED will vest and any performance rights granted to an Employee Participant will vest where, in the Board’s absolute discretion, pro rata performance is in line with the performance conditions applicable to those performance rights (any Performance Right in which the Board does not make such a determination or which the Board determines does not vest will automatically be forfeited); and

7. (b) unless the Board determines otherwise, all vested but unexercised Performance Rights will be exercisable for a period of 30 days from the date of the takeover bid and will lapse if not exercised within that period.

8. In the event of a court-ordered arrangement or compromise, compulsory acquisition following a takeover bid or the winding up of the Company:

9. (a) the Board may, in its absolute discretion, determine that some or all of a participant’s performance rights vest if pro rata performance is in line with the performance conditions applicable to those performance rights (if no determination is made or if the Board determines that some or all of a Participant’s Performance Rights do not vest, those Performance Rights will automatically be forfeited); and

10. (b) unless the Board determines otherwise, all vested but unexercised Performance Rights will be exercisable for a period of 30 days from the date of the relevant event and will lapse if not exercised within that period.

11. If shares in the Company are issued under a bonus issue or there is a reorganisation (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, the number of shares or the amount (if any) payable on vesting or both of performance rights to which a participant is entitled will be adjusted by the Board to ensure that no advantage or disadvantage accrues to the participant.

12. The Board may amend or add to any of the rules of the PRP or the terms and conditions of any performance rights granted under the PRP, subject to certain restrictions.

13. The Board may establish a trust for the purpose of acquiring and holding shares issued on vesting of a performance right.

21

ASX: NMT | US OTCQX: NMTAY neometals.com.au

==> picture [34 x 34] intentionally omitted <==

APPENDIX 2

WORKED EXAMPLES

Worked Example 1: Operation of formula for calculation of Performance Rights to be granted to Mr Reed

1. Mr Reed’s base salary is $650,000 per annum (inclusive of statutory superannuation). Under Mr Reed’s services agreement, Mr Reed is entitled to receive a long-term incentive in the form of Performance Rights up to 50% of the value of her base salary (that is, up to $325,000).

2. Assuming Mr Reed receives an award of 50% of the value of his base salary in the form of Performance Rights, the number of Performance Rights to be issued to Mr Reed will be calculated as $325,000 divided by the 60-day VWAP of Neometals’ Shares preceding 30 June of the relevant financial year, rounded down to the nearest whole number.

3. On that basis:

4. (a) if the 60-day VWAP preceding 30 June is $0.075, Mr Reed will be entitled to 4,333,333 Performance Rights;

5. (b) if the 60-day VWAP preceding 30 June is $0.10 then Mr Reed will be entitled to 3,250,000 Performance Rights; or

6. (c) if the 60-day VWAP preceding 30 June is $0.125 then Mr Reed will be entitled to 2,600,000 Performance Rights.

Worked Example 2: Operation of PRP for calculation of Performance Rights to be granted to NEDs

1. A NED elects to be granted Performance Rights under the PRP by salary sacrificing part of their director’s fees for their services as a NED in exchange for Performance Rights.

2. Assuming the NED is entitled to receive director’s fees of $90,000:

3. (a) if the NED elects to sacrifice 25% of their director’s fees and that the 5-day VWAP of Neometals’ Shares prior to the date of grant is $0.05, the NED will be entitled to receive 450,000 Performance Rights;

4. (b) if the NED elects to sacrifice 25% of their director’s fees and that the 5-day VWAP of Neometals’ Shares prior to the date of grant is $0.10, the NED will be entitled to receive 225,000 Performance Rights; or

5. (c) if the NED elects to sacrifice 25% of their director’s fees and that the 5-day VWAP of Neometals’ Shares prior to the date of grant is $0.125, the NED will be entitled to receive 180,000 Performance Rights.

22

ASX: NMT | US OTCQX: NMTAY neometals.com.au

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

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 3:00pm (Perth Time) on Tuesday, 25 November 2025.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

Control Number: 188354

SRN/HIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

320513_0_COSMOS_Sample_Proxy/000001/000001/i

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Neometals Ltd hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and 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 Neometals Ltd to be held at the Edward Room, Chelsea Social (Ibis Perth), 334 Murray St, Perth Western Australia, 6000 on Thursday, 27 November 2025 at 3:00pm (Perth Time) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 3, 4, 5, 6 and 7 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 3, 4, 5, 6 and 7 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 3, 4, 5, 6 and 7 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution	1	Remuneration report
Resolution	2	Re-election of Greg Evans as a Director
Resolution	3	Approval of Performance Rights Plan
Resolution	4	Approval of grant of Performance Rights to Christopher Reed
Resolution	5	Approval of grant of Performance Rights to Greg Evans
Resolution	6	Approval of grant of Performance Rights to Les Guthrie
Resolution	7	Approval of grant of Performance Rights to Steven Cole

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 / / Sole Director & Sole Company Secretary Director Director/Company Secretary Date Update your communication details (Optional) By providing your email address, you consent to receive future Notice Mobile Number Email Address of Meeting & Proxy communications electronically

NMT