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PHOSLOCK ENVIRONMENTAL TECHNOLOGIES LIMITED Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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Notice of
Annual General Meeting
and Explanatory Memorandum
Phoslock Environmental
Technologies Limited
ACN 099 555 290
Date: 27 May, 2026
Time: 11.00am
Venue: Meeting Room IV, The Fullerton Hotel,
1 Martin Place, Sydney NSW 2000
| In or accompanying this document you will find: | Page No |
|---|---|
| A letter from the Chair outlining the items of business at the Annual General Meeting | 1 |
| A Notice of Annual General Meeting | 2 |
| An Explanatory Memorandum containing an explanation of and information about the proposed Resolutions | 6 |
| A Proxy Form | 10 |
Phoslock Environmental Technologies Limited
ACN 099 555 290
Dear Phoslock Shareholder,
I am pleased to invite you to attend the 2026 Annual General Meeting of Phoslock Environmental Technologies Limited (Company or Phoslock) to be held at 11.00am Wednesday 27th May 2026. The Annual General Meeting will be a physical meeting in Meeting Room IV, Fullerton Hotel, 1 Martin Place Sydney NSW 2000.
I enclose your Notice of Meeting, Explanatory Memorandum, Proxy Form and the Company's 2025 Annual Report (for those Shareholders who have specifically elected to receive a hard copy). The Notice of Meeting (including the Explanatory Memorandum) sets out the items of business for the Annual General Meeting. Please take the time to carefully read these documents.
To help you understand what the Notice of Meeting contains, below is a brief outline of the items of business that are proposed for the Annual General Meeting:
- Financial Statements and Reports
- Resolution 1 – Adoption of Remuneration report
- Resolution 2 - Re-election of Mr. Shawn van Boheemen as a Director of the Company
- Resolution 3 – ASX Listing Rule 7.1A (Additional 10% Capacity)
- Other business
If you wish to vote on the items of business detailed in the Notice of Meeting and briefly outlined above, you may attend the Annual General Meeting. In the case of a body corporate, attendance can be by representative or by appointing a proxy or attorney to vote on your behalf.
All Resolutions to be considered to the Annual General Meeting will be decided by way of a poll.
If appointing a proxy, the accompanying Proxy Form should be completed and returned to the Company (see Proxy Form for details) as soon as possible, but no later than 11.00am on 27 May, 2026. You are encouraged to direct your proxy how to vote on each item of business including if you appoint me, the Chair of the Annual General Meeting, as your proxy.
If you have any queries in relation to the Annual General Meeting, please contact the Company Secretary, Mr Shawn van Boheemen at Suite 3, Level 12, 75 Elizabeth Street Sydney NSW 2000 or email him at [email protected].
Yours sincerely,
Fred Bart Chairman
Sydney, Australia
24 April 2026
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Page 2
Notice of Annual General Meeting
NOTICE is given that the 2026 Annual General Meeting of Phoslock Environmental Technologies Limited ACN 099 555 290 (Phoslock or Company) will be held at 11.00am on 27 May 2026. The Annual General Meeting will be held in Meeting Room IV, The Fullerton Hotel, 1 Martin Place, Sydney NSW 2000.
The Explanatory Memorandum accompanying this Notice of Meeting is incorporated in, and forms part of, this Notice of Meeting. The Explanatory Memorandum has been prepared to provide Shareholders with an explanation of the items of business and the Resolutions to be proposed and considered at the Annual General Meeting and should be read in conjunction with this Notice of Meeting.
All documents should be read in their entirety. If you are in any doubt about what to do, you should consult your legal, financial or other professional adviser.
Agenda
Ordinary Business
Financial statements and reports
"To receive and to consider the Annual Financial Report of the Company for the financial year ended 31 December 2025 together with the declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report for that financial year."
Note: This item of ordinary business is for discussion only and is not a resolution.
Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.
Resolutions
Remuneration Report
Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass with or without amendment, the following resolution as an Ordinary Resolution:
"That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's Annual Financial Report for the financial year ended 31 December 2025."
Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement: In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company's key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report (KMP), or any of that person's Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:
(a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and
(b) it is not cast on behalf of a Restricted Voter.
If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote "against", or to abstain from voting on, this Resolution.
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Re-election of Director
Resolution 2 – Re-election of Mr. Shawn van Boheemen as Director
To consider and, if thought fit, to pass with or without amendment the following resolution as an Ordinary Resolution:
"That Mr Shawn van Boheemen, a Director who retires by rotation in accordance with the Company's Constitution and ASX Listing Rule 14.4 and being eligible offers himself for re-election as a Director of the Company, effective immediately."
ASX Listing Rule 7.1A (Additional 10% capacity)
Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities
To consider and, if thought fit, to pass with or without amendment the following resolution as a Special Resolution:
"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting."
Other Business
To conduct or transact any other business that may be properly brought before the Annual General Meeting.
Questions and Comments by Shareholders
A reasonable opportunity will be given to Shareholders as a whole at the Annual General Meeting to ask questions about or make comments on the Company's management or performance of the Company.
By Order of the Board
Shawn van Boheemen
Company Secretary
Sydney, Australia
24 April 2026
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Voting and Proxies
1. Determination of Shareholding and Voting Entitlement
In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that the Shares will be taken, for the purpose of determining those persons entitled to attend and vote at the Annual General Meeting, to be held by the persons who are registered as holding them as at 7.00 pm on 25 May 2026.
Accordingly, transactions registered after that time will be disregarded when determining entitlements to attend and vote at the Annual General Meeting.
2. Voting by Members at Annual General Meeting
Each Shareholder present in person or by proxy or attorney or, in the case of a body corporate, by a representative at the Annual General Meeting will have one vote. On a poll, every Shareholder present in person or by proxy or attorney or, in the case of a body corporate, by a representative will have one vote for each Share held by him or her.
Voting on the Resolutions will be conducted by way of a poll.
3. Important Voting Information
The Company encourages all Shareholders who submit proxies to direct their proxy including if your proxy is the Chair of the Meeting how to vote on the Resolutions.
If there is a change in how the Chair intends to vote undirected proxies at the Meeting, the Company will make an appropriate announcement to ASX stating that fact and explaining the reasons for the change.
4. Proxies
A Shareholder who is entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on behalf of the Shareholder. Where the Shareholder is entitled to cast 2 or more votes, the Shareholder may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.
If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, each proxy may exercise half of the votes (disregarding fractions).
A proxy need not be a Shareholder of the Company.
A Proxy Form accompanies this Notice of Meeting. If an additional proxy form is required, the Company's share registry, Computershare will supply it on request (telephone 1300 850 505 (within Australia) or +61 3 9415 5000 (outside Australia)). The Proxy Form contains important information and other instructions which you should read carefully.
Any instrument of proxy deposited or received by the Company in which the name of the appointee is not filled in will be deemed to be given in favour of the Chair of the Meeting to which it relates.
Proxies given by corporate Shareholders must be executed in accordance with their constitutions or signed by a duly authorised officer or attorney.
A proxy may decide whether to vote on any motion, except where the proxy is required by law or the constitution of the Company to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit (subject to the exceptions set out above under "Important Voting Information" above).
To be effective, the instrument appointing a proxy (and power of attorney or other authority, if any, under which it is signed or a certified copy of the power or authority) must be received by the Company not less than 48 hours prior to the Annual General Meeting, that is, by 11.00am on 25 May 2026:
- at the Company's registered office, being Suite 3, Level 12, 75 Elizabeth Street Sydney NSW 2000;
- on-line by going to www.investorvote.com.au and using your secure access information or by scanning the personalised QR Code, found on the accompanying Proxy Form, with your mobile device;
by email ([email protected]) to the Company's registered office; or
- at the Company's share registry, Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria 3001 or by facsimile on fax number 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).
Any revocations of proxies must be received at one of these places before commencement of the Meeting, or at the registration desk for the Meeting.
Bodies Corporate
A Shareholder which is a body corporate and which is entitled to attend and vote at a meeting of Shareholders of the Company may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at the meeting or in the capacity of a Shareholder's proxy. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on that body corporate's behalf, all of the powers that the body could exercise at a meeting or in voting on a resolution. The representative must present satisfactory evidence that they are authorised to act as the body corporate's representative prior to admission to the Meeting.
Definitions
Certain terms used in this Notice of Meeting and the Explanatory Memorandum are defined in the "Definitions" section of the Explanatory Memorandum. Those defined terms also apply to the accompanying Proxy Form, unless the context requires otherwise.
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Explanatory Memorandum
This Explanatory Memorandum has been prepared for the information of Shareholders of Phoslock Environmental Technologies Limited ACN 099 555 290 (Company or Phoslock) in connection with the business to be considered at the Annual General Meeting to be held at 11.00 am on 27 May 2026 in Meeting Room IV, Fullerton Hotel, 1 Martin Place, Sydney NSW 2000.
This Explanatory Memorandum is incorporated in, and forms part of, the Notice of Meeting. The purpose of this Explanatory Memorandum is to provide Shareholders with information relevant to the Resolution to be put to Shareholders at the Annual General Meeting.
Certain terms used in this Explanatory Memorandum, the Notice of Meeting and the Proxy Form have the meaning given to them in the "Definitions" section located at the end of this Explanatory Memorandum, unless the context requires otherwise.
Details of the items of business to be considered at the Annual General Meeting are set out below and in the Notice of Meeting.
Your Directors recommend that Shareholders carefully read this Explanatory Memorandum and the Notice of Meeting in full before making a decision in relation to the Resolutions. If Shareholders are in any doubt about what to do, they should consult their legal, financial or other professional adviser.
Agenda
Ordinary business
Financial statements and reports
In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 31 December 2025 together with the declaration of the Directors, the Director's Report, the Remuneration Report and the Auditor's Report.
In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company's Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.
Whilst the Company will not provide a hard copy of the Company's Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at https://www.petwatersolutions.com.
No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.
The Company's auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:
- Conduct of the audit;
- Preparation and content of the Auditor's Report;
- Accounting policies adopted by the Company in relation to the preparation of the financial statements; and
- Independence of the auditor in relation to the conduct of the audit.
Written questions of the auditor
If you would like to submit a written question about the content of the Auditor's Report or the conduct of the audit of the Annual Financial Report of the Company's auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting. Please note that all written questions must be received at least five business days before the Meeting, which is by Wednesday 20th May 2026.
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Resolutions
Remuneration Report
Resolution 1 – Adoption of Remuneration Report
In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company's Annual Financial Report.
The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company's Annual Financial Report and is also available on the Company's website at https://www.petwatersolutions.com.
If at 2 consecutive annual general meetings of the Company, 25% or more of the votes cast are against the adoption of the Remuneration Report at the Meeting, the Company will be required to put to Shareholders a resolution at the second annual general meeting proposing the calling of an extraordinary general meeting to consider election of Directors of the Company (known as a "spill resolution"). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the AGM. All of the Directors who were in office when the Remuneration Report (being the report being laid before the second annual general meeting) was approved by the Board, other than the Managing Director, will (if desired) need to stand for re-election at the Spill Meeting.
The Remuneration Report explains the Board's policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.
Voting
Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair's stated intention to vote in favour of Resolution 1.
Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.
Directors' Recommendation
The Directors are not making a recommendation for this Resolution.
The Chair intends to vote all undirected proxies in favour of this Resolution.
Re-election of Director
Resolution 2 – Re-election of Mr Shawn van Boheemen as Director
The Company's Constitution requires that that at the Company's AGM, one third of the Directors shall retire from office. A Director shall not hold office for a period in excess of three years or past the third AGM following his appointment. The retiring Directors must not be a Managing Director. The Directors to retire at the AGM are those who have been in office the longest since their last election.
ASX Listing Rule 14.4 also provides that each Director must not hold office (without re-election) past the third annual general meeting following the Director's appointment or 3 years, whichever is longer.
While none of the Directors is required to retire at the Annual General Meeting, ASX Listing Rule 14.5 requires a listed entity that has directors to hold an election of directors at each annual general meeting.
Where no new Director is standing for election and no Director is otherwise required to submit for re-election (as is the case here), clause 68.2 of the Company's constitution requires that an existing Director must retire and stand for re-election.
Under this Resolution, Mr van Boheemen has elected to retire by rotation, and being eligible, seeks re-election as a Director of the Company at this AGM.
Director Biography
Shawn van Boheemen has 30 years' experience in commercial finance leadership positions across a range of healthcare, biotech, manufacturing, service-based and financial services industries.
His experience includes Australian ASX and ASIC reporting, SEC reporting in the US, compliance and regulatory affairs, audit (internal and external), taxation, business and financial analytics, intellectual property protection, and regulatory and financial reporting both in Australia and the US.
He has worked in senior financial positions for several Australian and multinational organisations, including Covance, Unomedical, M.D. Sass and New York Life Insurance.
Shawn is currently the CFO for Noxopharm Limited (NOX) and CFO/Company Secretary/Director for Audio Pixels Holdings Limited (AKP).
Shawn holds a Master of Commerce degree with a major in Accounting (UWS), a Bachelor of Business degree in Accounting and Commercial Law (UWS) and is a Fellow of the Australian Society of Certified Practising Accountants as well as a Justice of the Peace in NSW.
Mr van Boheemen is:
- Chair of the Remuneration and Nominee Committee and Chair of the Audit and Risk Committee; and
- considered by the Board to be independent.
Directors' Recommendation
The Directors (excluding Mr van Boheemen) recommend that Shareholders vote for this Resolution.
The Chair intends to vote all undirected proxies in favour of this Resolution.
ASX Listing Rule 7.1A
Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.
Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to add an additional 10% capacity.
An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million).
As of the close of trading on 17 March 2026, the Company has a market capitalisation of approximately $6.9 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.
This Resolution seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.
If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
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If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.
The Capital Structure of the Company as at 17 March 2026 is:
| Security Class (Listed) | Number on issue |
|---|---|
| Listed Ordinary Shares (NOX) | 624,390,509 |
Information Required by ASX Listing Rule 7.3A
The following information is provided to Shareholders for the purposes of Listing Rule 7.3A.
Period for which the approval will be valid
An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:
(a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;
(b) the time and date of the entity's next annual general meeting; and
(c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).
Minimum price at which the equity securities may be issued under Listing Rule 7.1A
Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company's equity securities and issued for cash consideration.
The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:
(a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and
(b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.
Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used
As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.
As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company's existing plans, the Company considers that the funds may be used for the following purposes:
(a) to further develop the Company's business;
(b) to fund and develop any of its existing products and newly discovered products;
(c) to acquire assets including acquisition (full or part) of asset purchases or equity holdings, either in current part owned holdings or new acquisitions, which are permitted under the ASX Listing Rules without requiring share approval; and
(d) for general corporate purposes, including working capital requirements, and costs of raising.
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Risk of economic and voting dilution to existing ordinary Securityholders
If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders' economic and voting power in the Company will be diluted.
There is a risk that:
(a) the market price for the Company's equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and
(b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company's equity securities on the issue date;
which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A.
The table below shows the potential dilution of existing Securityholders on the basis of 3 different assumed issue prices and values for the variable "A" in the formula in rule 7.1A.2:
| Variable “A” ASX Listing Rule 7.1A.2 | Potential Dilution and Funds Raised | |||
|---|---|---|---|---|
| $0.0055 | $0.011 | $0.022 | ||
| 50% decrease in issue price | issue price^{(b)} | 100% increase in issue price | ||
| “A” is the number of shares on issue,^{(a)} being | 10% voting dilution^{(c)} | 62,439,051 | 62,439,051 | 62,439,051 |
| Funds raised | $343,415 | $686,830 | $1,373,660 | |
| “A” is a 50% increase in shares on issue, being | 10% voting dilution^{(c)} | 93,658,576 | 93,658,576 | 93,658,576 |
| Funds raised | $55,122 | $1,030,244 | $2,060,488 | |
| “A” is a 100% increase in shares on issue, being | 10% voting dilution^{(c)} | 124,861,902 | 124,861,902 | 124,861,902 |
| Funds raised | $686.740 | $1,373,481 | $2,746,962 |
Notes:
(a) Based on the total number of fully paid ordinary Shares on issue as at 1 April 2026.
(b) Based on the closing price of the Company's Shares on ASX as at 1 April 2026.
(c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.
(d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder's holding at the date of this Explanatory Statement.
(e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company's 15% placement capacity under Listing Rule 7.1.
Allocation policy for issues under Listing Rule 7.1A
The Company's allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:
(a) the Company's intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;
(b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);
(c) the potential effect on the control of the Company;
(d) the Company's financial position and the likely future capital requirements; and
(e) advice from the Company's corporate or financial advisors.
Based on the Company's historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the Listing Rule 7.1A mandate period, although this cannot be guaranteed. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.
If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company's obligations under Listing Rules 3.10.3 and 7.1A.4.
Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.
The Company has previously sought Shareholder approval under Listing Rule 7.1A, however as at the date of this Notice, the Company has not issued or agreed to issue equity securities under Listing Rule 7.1.A.2 in the 12 months preceding the AGM.
This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.
Directors' Recommendation
The Board of Directors recommend that Shareholders vote for this Resolution.
The Chair intends to vote all undirected proxies in favour of this Resolution.
Definitions
Unless the context requires otherwise, the following terms shall have the following meanings in this Explanatory Memorandum, the Notice of Meeting and the Proxy Form:
(1) Annual General Meeting or Meeting means the 2025 Annual General Meeting of the Company convened by the Notice of Meeting.
(2) ASX means ASX Limited ACN 008 624 691 or, as the context requires, the market operated by it.
(3) ASX Listing Rules means the listing rules of ASX (as amended or waived).
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(4) Auditor means the auditor of the Company.
(5) Board means the board of directors of the Company.
(6) Closely Related Party has the meaning given in section 9 of the Corporations Act and includes a spouse, dependent and certain other close family members of a KMP, as well as companies controlled by a KMP.
(7) Company or Phoslock means Phoslock Environmental Technologies Limited ACN 099 555 290.
(8) Computershare means the Company's share registry, Computershare Investor Services Pty Limited.
(9) Corporations Act means the Corporations Act 2001 (Cth).
(10) Directors mean the directors of the Company from time to time.
(11) Explanatory Memorandum means this explanatory memorandum which accompanies, and is incorporated as part of, the Notice of Meeting and includes any documents annexed to it or incorporated by reference.
(12) Key Management Personnel or KMP means persons having authority and responsibility for planning, directing and controlling the activities of the Company and its controlled entities, directly or indirectly, including any Director (whether executive or otherwise).
(13) Meeting or Annual General Meeting means the annual general meeting of the Company convened by the Notice of Meeting.
(14) Notice of Meeting means the Notice of Annual General Meeting dated 24 April 2026 accompanying this Explanatory Memorandum.
(15) Proxy Form means the proxy form accompanying this Explanatory Memorandum and the Notice of Meeting.
(16) Resolution means a resolution including a special resolution set out in the Notice of Meeting.
(17) Shareholder means any person or entity entered in the Company's register of members from time to time as the holder of Shares.
(18) Shares means fully paid ordinary shares in the capital of the Company quoted on the ASX under the code "PET".
All references to time in the Notice of Meeting, this Explanatory Memorandum or Proxy Form are to Sydney time. Words importing the singular include the plural and vice versa.
A reference to gender is a reference to all genders.
A reference to a person includes a reference to a body corporate and any other entity.
The meaning of general words is not limited by specific examples introduced by "including", "for example", "such as" or similar expressions.
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PET
Phoslock Environmental Technologies Ltd
ABN 88 099 555 290
Need assistance?
Phone: 1300 855 080 (within Australia) +61 3 9415 4000 (outside Australia)
Online: www.investorcentre.com/contact
PET
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
Phoslock Environmental Technologies Limited Annual General Meeting
The Phoslock Environmental Technologies Limited Annual General Meeting will be held on Wednesday, 27 May 2026 at 10:00am (AEST). You are encouraged to participate in the meeting using the following options:
MAKE YOUR VOTE COUNT
To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:
Control Number: 999999
SRN/HIN: I9999999999
PIN: 99999
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
For your proxy appointment to be effective it must be received by 10:00am (AEST) on Monday, 25 May 2026.
ATTENDING THE MEETING IN PERSON
The meeting will be held at:
Meeting Room IV, Fullerton Hotel, 1 Martin Place, Sydney, NSW 2000
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.
Samples/000001/000001
PET
Phoslock Environmental Technologies Ltd
ABN 88 099 555 290
Need assistance?
Phone:
1300 855 080 (within Australia)
+61 3 9415 4000 (outside Australia)
Online:
www.investorcentre.com/contact
PET
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be received by 10:00am (AEST) on Monday, 25 May 2026.
Proxy Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
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.
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.
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".
Lodge your Proxy Form: XX
Online:
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: 999999
SRN/HIN: I9999999999
PIN: 99999
For Intermediary Online
subscribers (custodians) go to
www.intermediaryonline.com
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
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.
Samples/000001/000002512
MR SAM SAMPLE
FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
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.
I 9999999999 IND
Proxy Form
Please mark ☐ to indicate your directions
Step 1 Appoint a Proxy to Vote on Your Behalf
XX
I/We being a member/s of Phoslock Environmental Technologies Limited hereby appoint
☐ the Chairman of the Meeting
OR
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 Phoslock Environmental Technologies Limited to be held at Meeting Room IV, Fullerton Hotel, 1 Martin Place, Sydney, NSW 2000 on Wednesday, 27 May 2026 at 10:00am (AEST) 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 Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is 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 Resolution 1 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 Adoption of Remuneration Report | ☐ | ☐ | ☐ |
| Resolution 2 Re-election of Mr. Shawn van Boheemen as Director | ☐ | ☐ | ☐ |
| Resolution 3 ASX Listing Rule 7.1A Approval of Future Issue of Securities | ☐ | ☐ | ☐ |
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.
PET
999999A
Computershare
PET
Phoslock Environmental Technologies Ltd
ABN 88 099 555 290
PETRM
MR RETURN SAMPLE
123 SAMPLE STREET
SAMPLE SUBURB
SAMPLETOWN VIC 3030
Dear Securityholder,
We have been trying to contact you in connection with your securityholding in Phoslock Environmental Technologies Limited. Unfortunately, our correspondence has been returned to us marked "Unknown at the current address". For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.
Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors' report and auditor's report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.
We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.
You are requested to include the following;
- Securityholder Reference Number (SRN);
- ASX trading code;
- Name of company in which security is held;
- Old address; and
- New address.
Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:
Computershare Investor Services Pty Limited
GPO Box 2975
Melbourne Victoria 3001
Australia
Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.
Yours sincerely
Phoslock Environmental Technologies Limited
Samples/000002/000005512