QEM LIMITED — Proxy Solicitation & Information Statement 2026

Mar 10, 2026

ASX:QEM

11 March 2026

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Dear Shareholders

QEM – UPCOMING GENERAL MEETING

QEM Limited (ASX: QEM) ( QEM or the Company ) will be holding a General Meeting at 11.00am (AEST) on Friday, 10 April 2026 at Corporate Administration Services, Level 6, 10 Market Street, Brisbane QLD 4000.

In accordance with section 110D(1) of the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of Meeting ( Notice ) to shareholders unless a shareholder has made a valid election to receive such documents in hard copy. The Notice can be viewed and downloaded from the Company’s website at www.qldem.com.au or ASX at www.asx.com.au.

The Company strongly encourages Shareholders to lodge a directed proxy form prior to the meeting. Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the meeting, for example by preparing answers in advance to Shareholders questions. However, votes and questions may also be submitted during the Meeting.

Please find below link to the Notice of Meeting and Explanatory Memorandum: https://www.qldem.com.au/investor-centre/#asx

Alternatively, a complete copy of the Notice of Meeting and Explanatory Statement has been posted on the Company’s ASX market announcements page.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting and Explanatory Statement.

In order to receive electronic communications from the Company in the future, please update your Shareholder details online at https://investor.automic.com.au/#/home and log in with your unique shareholder identification number and postcode (or country for overseas residents), where you can find on your enclosed personalised proxy form. Once logged in you can also lodge your proxy vote online.

If you are unable to access the Notice of Meeting and Explanatory Memorandum online please contact the Company Secretary, Mr Duncan Cornish on (07) 3212 6299 or via email at dcornish@corpservices.com.au

Authorised for release by

Duncan Cornish Company Secretary By Order of the Board

QEM Limited Suite 606, Level 6 10 Market Street Brisbane QLD 4000

Web: www.qldem.com.au Email: info@qldem.com.au Tel: (07) 3212 6299

QEM Limited ACN 167 966 770

Notice of General Meeting

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Date of Meeting: Friday, 10 April 2026

Time of Meeting: 11:00am(AEST)

Venue: Corporate Administration Services, Level 6, 10 Market Street, Brisbane Qld 4000

Notice is given that a General Meeting of Shareholders of QEM Limited ACN 167 966 770 ( Company ) will be held at Corporate Administration Services, Level 6, 10 Market Street, Brisbane Qld 4000, on Friday, 10 April 2026 at 11:00am (AEST).

Terms used in this Notice of Meeting are defined in the Glossary forming part of the Explanatory Statement.

The Explanatory Statement and the Proxy Form accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting.

Shareholders are encouraged to vote by lodging the proxy form attached to the Notice

The business of the Meeting affects your shareholding, and your vote is important.

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from a suitably qualified professional advisor prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 7.00pm (AEST) on 8 April 2026.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (07) 3212 6299.

AGENDA

1. Resolution 1 – Ratification of previous issue of 35,459,965 Placement Shares (ASX Listing Rule 7.1)

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 35,459,965 Placement Shares issued to Placement Participants (or their respective nominees) under the Company’s ASX Listing Rule 7.1 capacity, in accordance with the terms set out in the Explanatory Memorandum."

2. Resolution 2 – Ratification of previous issue of 23,640,035 Placement Shares (ASX Listing Rule 7.1A)

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 23,640,035 Placement Shares issued to Placement Participants (or their respective nominees) under the Company’s ASX Listing Rule 7.1A capacity, in accordance with the terms set out in the Explanatory Memorandum."

3. Resolution 3 - Approval to issue up to 29,549,995 Placement Options to Placement Participants

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

“That, in accordance with Listing Rule 7.1, and for all other purposes, approval is given for the Company to issue up to 29,549,995 Placement Options to Placement Participants (or their respective nominees), on the terms and conditions set out in the Explanatory Statement.”

4. Resolution 4 - Approval to issue up to 6,010,000 Fee Options to the Lead Manager

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

“That, in accordance with Listing Rule 7.1, and for all other purposes, approval is given for the Company to issue up to 6,010,000 Fee Options to the Lead Manager (or their respective nominees), on the terms and conditions set out in the Explanatory Statement.”

5. Resolution 5 - Approval to issue up to 1,000,000 Placement Shares to Director

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

“That the issue of up to 1,000,000 Placement Shares at $0.024 per Share to Mr Robert Cooper (or his nominee) is approved under and for the purposes of Listing Rule 10.11 on the terms and conditions in the Explanatory Statement.”

6. Resolution 6 - Approval to issue up to 500,000 Placement Options to Director

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

“That the issue of up to 500,000 Placement Options to Mr Robert Cooper (or his nominee) is approved under and for the purposes of Listing Rule 10.11 on the terms and conditions in the Explanatory Statement.”

2 / QEM Limited Notice of General Meeting 2026

VOTING EXCLUSIONS

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

• (a) Resolution 1 or Resolution 2, by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved (namely, Placement Participants (or their respective nominees), or any of their respective associates; and

• (b) Resolution 3 or Resolution 4, by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), or any of their respective associates.

• (c) Resolution 5 or Resolution 6, by or on behalf of Mr Robert Cooper, his nominee and any other a person who will obtain a material benefit as a result of, the proposed issues (except a benefit solely by reason of being a holder of ordinary securities in the entity), or any of their respective associates.

The above voting exclusion does not apply to a vote cast in favour of the relevant Resolution by:

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

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

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

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

Duncan Cornish Company Secretary 11 March 2026

3 / QEM Limited Notice of General Meeting 2026

IMPORTANT INFORMATION ABOUT VOTING ON THE RESOLUTIONS

Voting and attendance information

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above. You may still attend the Meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy's appointment is deemed to be revoked with respect to voting on that Resolution.

Voting by proxy

Shareholders are encouraged to vote by completing a Proxy Form.

Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Lodgement instructions (which include the ability to lodge proxies electronically) are set out in the Proxy Form to the Notice of Meeting and Proxy Forms must be received by the Company no later than 11:00am (AEST) on Wednesday, 8 April 2026 being at least 48 hours before the Meeting.

Proxy Forms can be lodged:

Online:	https://investor.automic.com.au/#/loginsah
By mail:	Automic GPO Box 5193 Sydney NSW 2001
In person:	Automic Level 5, 126 Phillip Street Sydney NSW 2000
By email:	meetings@automicgroup.com.au
By mobile:	Scan the QR Code on your Proxy Form and follow the prompts

Chair's voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention.

If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on any of the Resolutions by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

4 / QEM Limited Notice of General Meeting 2026

EXPLANATORY MEMORANDUM

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Corporate Administration Services, Level 6, 10 Market Street, Brisbane Qld 4000 on Friday, 10 April 2026 at 11:00am (AEST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

Background to the Private Placement

On 18 February 2026, the Company announced that it had received firm commitments from institutional and sophisticated investors to raise A$1.418 million (before expenses) by the issue of approximately 59.1 million new fully paid ordinary shares ( Placement Shares ), at an issue price of $0.024 per Placement Share ( Placement ).

Managing Director, Robert Cooper, also committed (subject to shareholder approval) to subscribe on the same terms for 1,000,000 Placement Shares, bringing total commitments received to $1.442 million.

Participants (including Mr Cooper) in the Placement will also be issued a total of 30.05 million attaching options to acquire Shares ( Placement Options ), on the basis of one option for every two Shares issued, for nil additional consideration, subject to Shareholder approvals sought in this Notice.

The Placement funds will be used for:

• Completing the strategic review of Julia Creek Vanadium project, including follow-up metallurgical test work;

• Pursuing new opportunities identified through the strategic review process;

• Progressing baseline sampling activities associated with the EIS;

• General Working Capital Purposes; and

• • Costs of the Placement.

The Placement Shares and Placement Options were issued to those institutional and sophisticated investors who participated in the Placement ( Placement Participants ) as follows:

• (a) 35,459,965 Placement Shares were issued on 24-Feb-26, under the Company’s available placement capacity under Listing Rule 7.1 (the subject of Resolution 1); and

• (b) 23,640,035 Placement Shares were issued on 24-Feb-26, under the Company’s available Listing Rule 7.1A capacity (the subject of Resolution 2).

Resolutions 1 and 2 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of a total of 59,100,000 Placement Shares to the Placement Participants.

The Company also agreed, subject to obtaining the necessary shareholder approvals, to issue:

• (a) up to 29,549,995 Placement Options (exercisable at $0.045 each and expiring three months from issue date) to the Placement Participants on the basis of one Placement Option for every two Placement Shares subscribed for under the Placement (the subject of Resolution 3);

• (b) 6,010,000 Options ( Fee Options ) to Oakley Capital Partners Pty Ltd ( Lead Manager ) in its capacity as the lead manager of the Placement (the subject of Resolution 4);

• (c) up to 1,000,000 Placement Shares to Robert Cooper, Managing Director of QEM (the subject of Resolution 5); and

• (d) up to 500,000 Placement Options to Robert Cooper, Managing Director of QEM (the subject of Resolution 6).

5 / QEM Limited Notice of General Meeting 2026

As at the date of this Notice, the Placement Options, Lead Manager Options and Placement Shares and Placement Options proposed to be issued to Robert Cooper, have not yet been issued.

Resolutions 3 and 4 seek Shareholder approval pursuant to ASX Listing Rule 7.1 for, respectively, the issue of the Placement Options to the Placement Participants and the issue of the Fee Options to the Lead Manager.

Resolutions 5 and 6 seek Shareholder approval pursuant to ASX Listing Rule 10.11 for, respectively, the issue of the Placement Shares and Placement Options to Robert Cooper, QEM’s Managing Director.

Resolutions 1 and 2 – Ratification of prior issue of Placement Shares – Listing Rules 7.1 and 7.1A

As set out in the Background to the Private Placement section above, on 24 February 2026 the Company issued 59,100,000 Placement Shares to the Placement Participants (being those institutional and sophisticated investors who participated in the Placement).

A total of 59,100,000 Placement Shares were issued pursuant to the Company’s available capacity under Listing Rule 7.1 and Listing Rule 7.1A (which was approved by Shareholders at the Company’s annual general meeting held on 26 November 2025).

In accordance with Listing Rule 7.4, Shareholder approval is sought to ratify the issue and allotment of the 59,100,000 Placement Shares. The issue of the Placement Shares did not breach Listing Rule 7.1 at the time of issue.

Listing Rules 7.1 and 7.1A

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 12 month period.

Under Listing Rule 7.1A, shareholders can give prior approval (by special resolution at an annual general meeting) to the issue of securities equivalent to an additional 10% of the entity’s capital over a 12-month period. Shareholders gave their approval for the issue of additional shares under Listing Rule 7.1A at the last annual general meeting of the Company held on 26 November 2025.

The issue of the Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Shares under the Placement.

Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rules 7.1 or 7.1A (as appropriate) and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

To this end, Resolution 1 and Resolution 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the 59,100,000 Placement Shares referred to above.

6 / QEM Limited Notice of General Meeting 2026

Technical information required by Listing Rule 14.1A

If Resolution 1 and Resolution 2 are passed, the Placement Shares will be excluded in calculating the Company’s combined 25% placement limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

If Resolution 1 and Resolution 2 are not passed, the Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 1 and Resolution 2:

Listing Rule	Requirement	Information
7.5.1	The names of the persons to whom the Securities are issued or agreed to be issued or the basis on which those persons were identified or selected	The Placement Shares were issued to sophisticated and professional investors (Placement Participants) who are either existing Shareholders of the Company or clients of the Lead Manager. In seeking to procure commitments under the Placement, the Lead Manager identified investors through a bookbuild process, which involved the Lead Manager seeking expressions of interest to participate in the capital raising from non-related parties of the Company. Oakley Capital Partners Pty Ltd was appointed as lead manager to undertake the Placement a summary of the Lead Manager Mandate agreement is set out below in respect of Resolution 4. Except in relation to Mr Robert Cooper, in respect of whom separate approval is sought under Resolutions 5 and 6, none of the Placement Participants are related parties of the Company. Except in relation to Mr Cooper (in respect of whom separate approval is sought under Resolutions 5 and 6) none of the Placement Participants are: • a member of the Company’s Key Management Personnel; or • an adviser to the Company; or • an associate of any of the above. No Placement Participants will be considered to be "material investors" for the purposes of ASX Guidance Note 21, paragraph 7.2.
7.5.2	The number and class of Securities issued or agreed to be issued	Resolution 1: Listing Rule 7.1 issue– 35,459,965 Placement Shares. Resolution 2: Listing Rule 7.1A issue– 23,640,035 Placement Shares.

7 / QEM Limited Notice of General Meeting 2026

Listing Rule	Requirement	Information
7.5.3	Summary of the material terms of the Securities	The Placement Shares are all fully paid ordinary shares in the capital of the Company and will rank pari passu with all other fully paid ordinary shares on issue in the Company.
7.5.4	Date or dates on which the Securities were or will be issued	The Placement Shares were issued on 24 February 2026.
7.5.5	The price or other consideration the entity has received or will receive for the issue	$0.024 per Placement Share
7.5.6	The purpose of the issue, including the use or intended use of any funds raised by the issue	Funds raised from the issue of the Placement Shares are intended to be used for: • Completing the strategic review of Julia Creek Vanadium project, including follow-up metallurgical test work; • Pursuing new opportunities identified through the strategic review process; • Progressing baseline sampling activities associated with the EIS; • General Working Capital Purposes; and • Costs of the Placement.
7.5.7	Summary of the material terms of the agreement	The Placement Shares will be issued under a placement acceptance letter that contains standard terms for a placement of shares and attaching options.
7.5.8	A voting exclusion statement.	A voting exclusion statement is included in the Notice of Meeting for Resolutions 1 and 2.

Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1 and Resolution 2.

Resolution 3 - Approval to issue up to 29,549,995 Placement Options to Placement Participants

As set out in the Background to the Private Placement section above, the Company has undertaken a Placement to raise $1.418 million.

In connection with the Placement, the Company will, subject to obtaining Shareholder approval, also issue one free-attaching option in the Company ( Placement Options ) for every two Placement Shares subscribed for under the Placement. The Placement Options are exercisable at $0.045 per option and will expire on the date which is 3 years from their date of issue.

Resolution 3 is an Ordinary Resolution and seeks Shareholder approval to the issue of the Placement Options for the purposes of Listing Rule 7.1.

A summary of the terms of the Placement Options is set out in Schedule 1 to this Explanatory Memorandum.

Listing Rule 7.1

As discussed above, 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 12 month period ( 15% Capacity ).

8 / QEM Limited Notice of General Meeting 2026

Equity Securities issued with shareholder approval under Listing Rule 7.1 do not count towards an entity’s 15% Capacity.

The Placement Options are Equity Securities under the Listing Rules, do not fall into any of the exceptions and exceed the 15% limit in Listing Rule 7.1. As a result, issue of the Placement Options requires approval of Shareholders under Listing Rule 7.1.

Further, under Listing Rule 7.2 ( Exception 9 ), an issue of Equity Securities on the conversion of ‘Convertible Securities’ (including options) does not count towards the 15% Capacity provided that the entity issued the Convertible Securities:

• (a) before it was listed and disclosed the existence and material terms of the Convertible Securities in the prospectus, PDS or information memorandum lodged with ASX under the Listing Rule 1.1 condition 3; or

• (b) after it was listed and complied with the Listing Rules when it did so.

If Resolution 3 is passed, the Company will issue up to a total of 29,549,995 Placement Options to the Placement Participants, on the basis of one Placement Options for every two Placement Shares issued to the participant. In addition, those Placement Options, and any Shares issued upon exercise of the Placement Options will be excluded from the calculation of the Company’s 15% Capacity under Listing Rule 7.1, maintaining the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the issue of the Placement Options.

If Resolution 3 is not passed, the Company will not be able to issue the Placement Options in relation to the Placement.

Listing Rule 7.3

For the purposes of Listing Rule 7.3, the Company provides the following information:

Listing Rule	Requirement	Information
7.3.1:	Allottees of Equity Securities	The Placement Options are to be issued to the Placement Participants. The Placement Participants are sophisticated and professional investors who are either existing Shareholders of the Company or clients of the Lead Manager. Except in relation to Mr Robert Cooper, in respect of whom separate approval is sought under Resolutions 5 and 6, none of the Placement Participants are related parties of the Company. Oakley Capital Partners Pty Ltd was appointed as lead manager to undertake the Placement a summary of the Lead Manager Mandate agreement is set out below in respect of Resolution 4. Except in relation to Mr Robert Cooper, in respect of whom separate approval is sought under Resolutions 5 and 6, none of the Placement Participants are: • a member of the Company’s Key Management Personnel; • an adviser to the Company; • an associate of any of the above.

9 / QEM Limited Notice of General Meeting 2026

Listing Rule	Requirement	Information
		No Placement Participants will be considered to be "material investors" for the purposes of ASX Guidance Note 21, paragraph 7.4.
7.3.2:	Number and class of Securities that will be issued	The Company will issue up to 29,549,995 Placement Options to the Placement Participants on the basis described above. Each Placement Option will have an exercise price of $0.045 and on exercise the optionholder will be issued one Share for each Placement Option exercised. As such, the maximum number of Shares that may be issued on the exercise of the Placement Options is 29,549,995.
7.3.3	Summary of material terms of the Equity Securities	A summary of the terms of the Placement Options is set out in Schedule 1 to this Explanatory Memorandum. Any Shares issued upon the exercise of the Placement Options shall rank pari passu with all other existing Shares on issue in the Company.
7.3.4:	Date or dates on or by which the Company will issue the Securities	The Placement Options will be issued shortly after the Meeting and, in any event, within three months of the date of the Meeting or such later date as is permitted by an ASX waiver or modification of the Listing Rules.
7.3.5:	Price of Equity Securities	The Placement Options are being issued as free-attaching options to the Placement Shares under the Placement. The exercise price of each Placement Option is $0.045.
7.3.6:	Purpose of issuing the Securities	The Placement Options were offered to increase participation in the Placement and will be issued free- attaching to the Placement Shares under the Placement and the Company will receive no funds from their issue.
7.3.7	Summary of agreement	The Placement Options will be issued under a placement acceptance letter that contains standard terms for a placement of attaching options.
7.3.9:	Voting exclusion statement	A voting exclusion statement is included in the Notice of Meeting.

Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

Resolution 4 - Approval to issue up to 6,010,000 Fee Options to the Lead Manager

As set out in the Background to the Private Placement section above, Oakley Capital Partners Pty Ltd ( Lead Manager ) acted as the lead manager of the Placement.

Under the terms of an agreement entered into with the Lead Manager, the Company has agreed, subject to obtaining Shareholder approval, to issue up to 6,010,000 options to subscribe for fully paid ordinary shares in the Company ( Fee Options ) to the Lead Manager in consideration for their services as lead manager in connection with the Placement.

10 / QEM Limited Notice of General Meeting 2026

The Fee Options are exercisable at $0.045 per option and will expire on the date which is 3 years from their date of issue.

Resolution 4 is an Ordinary Resolution and seeks Shareholder approval to the issue of the Fee Options for the purposes of Listing Rule 7.1.

Listing Rule 7.1

As described above, 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 12 month period ( 15% Capacity ).

The Fee Options are Equity Securities under the Listing Rules, do not fall into any of the exceptions from Listing Rule 7.1 and exceed the 15% limit in Listing Rule 7.1. As a result, issue of the Fee Options requires approval of Shareholders under Listing Rule 7.1.

Further under Listing Rule 7.2 ( Exception 9 ), an issue of Equity Securities on the conversion of ‘Convertible Securities’ (including options) does not count towards the 15% Capacity provided that the Company issued the Convertible Securities:

• (a) before it was listed and disclosed the existence and material terms of the Convertible Securities in the prospectus, PDS or information memorandum lodged with ASX under the Listing Rule 1.1 condition 3; or

• (b) after it was listed and complied with the Listing Rules when it did so.

If Resolution 4 is passed, the Company will issue up to 6,010,000 Fee Options to the Lead Manager. In addition, those Fee Options, and any Shares issued upon the exercise of the Fee Options, will be excluded from the calculation of the Company’s 15% Capacity under Listing Rule 7.1, maintaining the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the issue of the Fee Options.

If Resolution 4 is not passed, the Company will not be able to issue the Fee Options and will negotiate with the Lead Manager in relation to other forms of consideration for services under the Lead Manager Agreement in lieu of the Fee Options.

Listing Rule 7.3

For the purposes of Listing Rule 7.3, the Company provides the following information:

Listing Rule	Requirement	Information
7.3.1:	Allottees of Equity Securities	The Fee Options are to be issued and allotted to the Lead Manager or its nominees.
7.3.2:	Number and class of Securities that will be issued	The Company will issue up to a maximum of 6,010,000 Fee Options to the Lead Manager. Each Fee Option will have an exercise price of $0.045 and on exercise the Option holder will be issued one Share for each Fee Option exercised. As such, the maximum number of Shares that may be issued on the exercise of the Fee Options is 6,010,000.
7.3.3	Terms of the Equity Securities	A summary of the terms of the Fee Options is set out in Schedule 2 to this Explanatory Memorandum. Any Shares issued upon the exercise of the Fee Options shall rank pari passu with all other existing Shares on issue in the Company.

11 / QEM Limited Notice of General Meeting 2026

Listing Rule	Requirement	Information
7.3.4:	Date or dates on or by which the Company will issue the Securities	The Fee Options will be issued shortly after the Meeting and, in any event, within three months of the date of the Meeting or such later date as is permitted by an ASX waiver or modification of the Listing Rules.
7.3.5:	Price of Equity Securities	The Fee Options are being issued for nil consideration, as partial consideration for the services provided by the Lead Manager in relation to the Placement.
7.3.6:	Purpose of issuing the Securities	The Fee Options are being issued as partial consideration for the services provided by the Lead Manager in relation to Placement. Accordingly, the Company will receive no funds from their issue. If the Fee Options are exercised, the Company will receive up to $270,450.00 (being 6,010,000 Fee Options multiplied by the exercise price of $0.045 per Fee Option).
7.3.7	Summary of agreement	The Fee Options are being issued in accordance with the Lead Manager Agreement. The material terms of the Lead Manager Agreement are summarised below.
7.3.9:	Voting exclusion statement	A voting exclusion statement is included in the Notice of Meeting.

Summary of Lead Manager Agreement

The Company appointed Oakley Capital Partners Pty Ltd ( Oakley ) as lead manager to the Placement ( Mandate Agreement ) pursuant to an agreement dated 16 February 2026. Pursuant to the Mandate Agreement, Oakley had the right (but not the obligation) to conduct the Placement.

In consideration for providing the services under the Mandate Agreement, the Company agreed to pay Oakley:

• (a) a cash fee of 6% of the funds raised under the Placement plus GST ( Selling Fee ); and

• (b) an option fee equal to one (1) option for every five (5) Placement Options, to be issued post completion on the same terms as the Placement Options ( Fee Options )

Resolution 4 seeks Shareholder approval to issue Options in satisfaction of payment of the Option Fee.

The Company has agreed to reimburse Oakley in respect of expenses incurred incidental to Placement, and further indemnify Equity and related persons against losses, liabilities and claims in respect of the Placement.

The Mandate Agreement makes provisions (inter alia) for certain covenants to be observed by the Company. Either the Lead Manager or the Company may terminate the Mandate Agreement at any time by notice to the other party.

Directors’ recommendation

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

12 / QEM Limited Notice of General Meeting 2026

Resolution 5 - Approval to issue up to 1,000,000 Placement Shares to Director

As set out in the Background to the Private Placement section above QEM’s Managing Director, Robert Cooper or his nominee ( Related Party Participant ), wishes to participate in the Placement, on the same terms as the Placement Participants, investing $24,000 by subscribing for 1,000,000 Placement Shares (and 500,000 free attaching Placement Options). As Mr Cooper is a related party, this requires shareholder approval as described below.

Error! Reference source not found. seeks the approval of Shareholders for the issue of up to 1,000,000 S hares to the Related Party Participant (or his nominee) arising from his participation in the Placement ( Participation ) under and for the purposes of Listing Rule 10.11.

Listing Rule 10.11

The Company proposes to issue Placement Shares to the Related Party Participant. Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to:

• (a) a related party (Listing Rule 10.11.1);

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2);

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3);

• (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or

• (e) a person whose relation with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5),

unless it obtains the approval of its shareholders.

The proposed issue of Shares to the Related Party Participant (or his nominee) falls within Listing Rule 10.11.1 and do not fall within any of the exceptions in Listing Rule 10.12. That proposed issue therefore requires the approval of Shareholders under Listing Rule 10.11.

If Error! Reference source not found. is passed, the Company will be able to proceed with the issue of up to 1 ,000,000 Placement Shares to the Related Party Participant (or his nominee) and the Company will raise approximately $24,000 from the Related Party Participant.

If Error! Reference source not found. is not passed, the Company will not be able to proceed with the issue o f up to 1,000,000 Placement Shares to the Related Party Participant and the Company may need to raise additional funds from other investors or through other means. Failure to obtain sufficient financing for the Company's activities and projects may result in delay and indefinite postponement of the Company activities. In turn, this could affect the Company's ability to operate as a going concern. There can be no assurance that additional finance will be available when needed or, if available, that the terms of the financing will be favourable to the Company.

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required. Accordingly, the issue of 1,000,000 Placement Shares to the Related Party Participant will not be included under the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

Specific information required by Listing Rule 10.13

Under and for the purposes of Listing Rule 10.13, the following information is provided in relation to the proposed Participation:

• (a) the 1,000,000 Placement Shares will be issued to Director Mr Robert Cooper (or his nominee);

13 / QEM Limited Notice of General Meeting 2026

• (b) Mr Robert Cooper is a related party of the Company by virtue of being a Director and falls into the category stipulated by Listing Rule 10.11.1. In the event the 1,000,000 Placement Shares are issued to his nominee, that person will fall into the category stipulated by Listing Rule 10.11.4;

• (c) the maximum number of Placement Shares to be issued to the Related Party Participant (or his nominee) is 1,000,000;

• (d) the 1,000,000 Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

• (e) the 1,000,000 Placement Shares will be issued to the Related Party Participant (or his nominee) no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• (f) the issue price will be $0.024 per Share, being the same issue price as all other Placement Shares issued under the Placement;

• (g) the funds raised will be used for the same purposes as all other funds raised under the Placement (as set out in the Background to the Private Placement section above);

• (h) the Participation is not to remunerate or incentivise the Related Party Participant;

• (i) there are no additional material terms with respect to the agreements for the proposed issue of the 1,000,000 Placement Shares; and

• (j) a voting exclusion statement is included in the Notice.

Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (a) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Shares which constitutes giving a financial benefit and the Related Party Participant is a related party of the Company by virtue of being a Director.

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to the Related Party Participant on the same terms as Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm's length terms.

Directors’ recommendation

The Directors (excluding Robert Cooper) unanimously recommend that Shareholders vote in favour of Resolution 5.

14 / QEM Limited Notice of General Meeting 2026

Resolution 6 - Approval to issue up to 500,000 Placement Options to Director

As set out in the Background to the Private Placement section above QEM’s Managing Director, Robert Cooper or his nominee ( Related Party Participant ), wishes to participate in the Placement, on the same terms as the Placement Participants, investing $24,000 by subscribing for 1,000,000 Placement Shares (and 500,000 free attaching Placement Options). As Mr Cooper is a related party, this requires shareholder approval.

Error! Reference source not found. seeks the approval of Shareholders for the issue of up to 500,000 P lacement Options to the Related Party Participant (or his nominee) arising from his participation in the Placement ( Participation ) under and for the purposes of Listing Rule 10.11.

Listing Rule 10.11

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

• (a) a related party (Listing Rule 10.11.1);

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) in the company (Listing Rule 10.11.2);

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3);

• (d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3 (Listing Rule 10.11.4); or

• (e) a person whose relation with the company or a person referred to in Listing Rule 10.11.1 or 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5),

unless it obtains the approval of its shareholders.

The proposed issue of Shares to the Related Party Participant falls within Listing Rule 10.11.1 and do not fall within any of the exceptions in Listing Rule 10.12. That proposed issue therefore requires the approval of Shareholders under Listing Rule 10.11.

If Error! Reference source not found. is passed, the Company will be able to proceed with the issue of up to 5 00,000 Placement Options to the Related Party Participant.

If Error! Reference source not found. is not passed, the Company will not be able to proceed with the issue o f up to 500,000 Placement Options to the Related Party Participant (or his nominee) ~~.~~

As Shareholder approval is sought under Listing Rule 10.11, approval under Listing Rule 7.1 is not required. Accordingly, the issue of 500,000 Placement Options to the Related Party Participant will not be included under the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

Specific information required by Listing Rule 10.13

Under and for the purposes of Listing Rule 10.13, the following information is provided in relation to the proposed Participation:

• (a) the 500,000 Placement Options will be issued to Director Mr Robert Cooper (or his nominee);

• (b) Mr Robert Cooper is a related party of the Company by virtue of being a Director and falls into the category stipulated by Listing Rule 10.11.1. In the event the 500,000 Placement Options are issued to his nominee, that person will fall into the category stipulated by Listing Rule 10.11.4;

• (c) the maximum number of Placement Options to be issued to the Related Party Participant (or his nominee) is 500,000;

15 / QEM Limited Notice of General Meeting 2026

• (d) the 500,000 Placement Options issued will be issued on the same terms and conditions as the Company's other Placement Options (as set out in Schedule 1);

• (e) the 500,000 Placement Options will be issued to the Related Party Participant (or his nominee) no later than one month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• (f) the Placement Options are issued for nil consideration as free options attaching to Placement Shares the subject of Resolution 5;

• (g) no funds will be raised by the issue of the Placement Options to the Related Party Participant, as they are issued as free attaching options to the relevant Placement Shares;

• (h) the Participation is not to remunerate or incentivise the Related Party Participant;

• (i) there is no agreement for the proposed issue of the 500,000 Placement Options other than the commitment pursuant to which Mr Cooper committed to participate in the Placement; and

• (j) a voting exclusion statement is included in the Notice.

Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

• (f) obtain Shareholder approval in the manner set out in section 217 to 227 of the Corporations Act; and

• (g) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Participation will result in the issue of Placement Options which constitutes giving a financial benefit and the Related Party Participant is a related party of the Company by virtue of being a Director.

The Board considers that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares and Options will be issued to the Related Party Participant on the same terms as Shares and Options issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm's length terms.

Directors’ recommendation

The Directors (excluding Rober Cooper) unanimously recommend that Shareholders vote in favour of Resolution 6.

16 / QEM Limited Notice of General Meeting 2026

Glossary

In the Notice, words importing the singular include the plural and vice versa.

$ or A$	means Australian Dollars.
AEST	means Australian Eastern Standard Time.
ASX	means the ASX Limited (ABN 98 008 624 691) and, where the context permits,
	the Australian Securities Exchange operated by ASX Limited.
Board	means the board of Directors.
Chair	means the person appointed to chair the Meeting of the Company convened by
	the Notice.
Company	means QEM Limited (ACN 167 966 770).
Corporations Act	means the_Corporations Act 2001_(Cth).
Director	means a director of the Company.
Equity Security	has the same meaning as in the Listing Rules.
Explanatory Memorandum	means the explanatory memorandum which forms part of the Notice.
Fee Options	means (up to) 6,010,000 options to acquire Shares for which shareholder
	approval is sought to issue to the Lead Manager on the terms and conditions set
	out in Schedule 2.
Key Management Personnel	has the same meaning as in the accounting standards issued by the Australian
	Accounting Standards Board and means those persons having authority and
	responsibility for planning, directing and controlling the activities of the Company,
	or if the Company is part of a consolidated entity, of the consolidated entity,
	directly or indirectly, including any Director (whether executive or otherwise) of the
	Company, or if the Company is part of a consolidated entity, of an entity within the
	consolidated group.
Lead Manager	means Oakly Capital Partners Pty Ltd in their capacity as lead manager to the
	Placement.
Listing Rules	means the listing rules of ASX.
Meeting	has the meaning given in the introductory paragraph of the Notice.
Notice	means this notice of extraordinary general meeting.
Option	means an option to subscribe for a Share.
Placement	means the private placement of 59.1 million Placement Shares and 29.55 million
	Placement Options by the Company to the Placement Participants to raise
	A$1.418 million (before expenses).

17 / QEM Limited Notice of General Meeting 2026

Placement Option	means the free-attaching options to acquire Shares for which shareholder
	approval is sought to issue to the Placement Participants on the basis of one
	Placement Option for every two Placement Shares subscribed for under the
	Placement, and otherwise on the terms and conditions set out in Schedule 1.
Placement Participants	means theinstitutional and sophisticated investors who participated in the
	Placement.
Placement Shares	means the new fully paid ordinary shares issued to the Placement Participants at
	an issue price of $0.024 per Placement Share.
Proxy Form	means the proxy form attached to the Notice.
Resolution	means a resolution referred to in the Notice.
Section	means a section of the Explanatory Memorandum.
Securities	means any Equity Securities of the Company (including Shares, Performance
	Rights and/or Options).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
VWAP	means volume weighted average market price.
Vesting Condition	means, in respect of any Option, the conditions (if any) that must be satisfied
	before such Options may be exercised, as are determined by the Board.

18 / QEM Limited Notice of General Meeting 2026

Schedule 1 - Terms and Conditions of Placement Options

The terms of the Placement Options are as follows:

(a) Entitlement

Each Placement Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Issue Price :

No cash consideration is payable for the issue of the Placement Options.

(c) Exercise Price :

The Placement Options have an exercise price of $0.045 per Placement Option ( Exercise Price ).

(d) Expiry Date :

The Placement Options expire at 5.00 pm (AEDT) on the date which is 3 years from their date of issue ( Expiry Date ). A Placement Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(e) Vesting Conditions

The Placement Options are not subject to any Vesting Conditions.

(f) Exercise Period :

The Placement Options are exercisable at any time and from time to time on or prior to the Expiry Date.

(g) Quotation of the Placement Options:

The Company will not apply for quotation of the Placement Options on ASX.

(h) Transferability of the Placement Options:

The Placement Options are not transferable, except with the prior written approval of the Company.

(i) Notice of Exercise:

The Placement Options may be exercised by notice in writing to the Company in the manner specified on the Placement Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Placement Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

Any Notice of Exercise of a Placement Option received by the Company will be deemed to be a notice of the exercise of that Placement Option as at the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Placement Option being exercised in cleared funds ( Exercise Date ).

(j) Timing of issue of Shares on exercise:

Within 5 Business Days after the receipt of a Notice of Exercise and the later of the following:

• (i) the Exercise Date; and

• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

the Company will:

• (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Placement Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act ( Cleansing Notice ); and

• (v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Placement Options.

19 / QEM Limited Notice of General Meeting 2026

(k) Restrictions on transfer of Shares:

If the Company is required but unable to give ASX a Cleansing Notice, or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of Placement Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.

(l) Shares issued on exercise:

Shares issued on exercise of the Placement Options will rank equally with the then Shares of the Company.

(m) Quotation of Shares on exercise:

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Placement Options in accordance with the Listing Rules.

(n) Reconstruction of capital:

If at any time the issued capital of the Company is reconstructed, all rights of a Placement Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

(o) Participation in new issues:

There are no participation rights or entitlements inherent in the Placement Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Placement Options without exercising the Placement Options.

(p) Adjustment for bonus issues of Shares:

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of a Placement Option will be increased by the number of Shares which the Placement Option holder would have received if the Placement Option holder had exercised the Placement Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

20 / QEM Limited Notice of General Meeting 2026

Schedule 2 - Terms and Conditions of Fee Options

The terms of the Fee Options are as follows:

(a) Entitlement

Each Fee Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Issue Price :

No cash consideration is payable for the issue of the Fee Options.

(c) Exercise Price :

The Fee Options have an exercise price of $0.045 per Fee Option ( Exercise Price ).

(d) Expiry Date :

The Fee Options expire at 5.00 pm (AEDT) on the date which is 3 years from their date of issue. A Fee Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(e) Vesting Conditions

The Fee Options are not subject to any Vesting Conditions.

(f) Exercise Period :

The Fee Options are exercisable at any time and from time to time on or prior to the Expiry Date.

(g) Quotation of the Fee Options:

The Company will not apply for quotation of the Fee Options on ASX.

(h) Transferability of the Fee Options:

The Fee Options are not transferable, except with the prior written approval of the Company.

(i) Notice of Exercise:

The Fee Options may be exercised by notice in writing to the Company in the manner specified on the Fee Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Fee Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

Any Notice of Exercise of a Fee Option received by the Company will be deemed to be a notice of the exercise of that Fee Option as at the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Fee Option being exercised in cleared funds ( Exercise Date ).

(j) Timing of issue of Shares on exercise:

Within 5 Business Days after the receipt of a Notice of Exercise and the later of the following:

• (i) the Exercise Date; and

• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

the Company will:

• (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Fee Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act ( Cleansing Notice ); and

• (v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Fee Options.

21 / QEM Limited Notice of General Meeting 2026

(k) Restrictions on transfer of Shares:

If the Company is required but unable to give ASX a Cleansing Notice, or such a notice for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, Shares issued on exercise of Fee Options may not be traded and will be subject to a holding lock until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus pursuant to section 708A(11) of the Corporations Act.

(l) Shares issued on exercise:

Shares issued on exercise of the Fee Options will rank equally with the then Shares of the Company.

(m) Quotation of Shares on exercise:

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Fee Options in accordance with the Listing Rules.

(n) Reconstruction of capital:

If at any time the issued capital of the Company is reconstructed, all rights of a Fee Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

(o) Participation in new issues:

There are no participation rights or entitlements inherent in the Fee Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Fee Options without exercising the Fee Options.

(p) Adjustment for bonus issues of Shares:

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of a Fee Option will be increased by the number of Shares which the Fee Option holder would have received if the Fee Option holder had exercised the Fee Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

22 / QEM Limited Notice of General Meeting 2026

Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

QEM Limited | ABN 13 167 966 770

==> picture [127 x 58] intentionally omitted <==

Your proxy voting instruction must be received by 11:00am (AEST) on Wednesday, 08 April 2026 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders 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 Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of QEM Limited, to be held at 11:00am (AEST) on Friday, 10 April 2026 at Corporate Administration Services, Level 6, 10 Market Street, Brisbane Qld 4000 hereby: Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof. Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention. STEP 2 - Your voting direction Resolutions For Against Abstain 1 Ratification of previous issue of 35,459,965 Placement Shares (ASX Listing Rule 7.1) 2 Ratification of previous issue of 23,640,035 Placement Shares (ASX Listing Rule 7.1A) 3 Approval to issue up to 29,549,995 Placement Options to Placement Participants 4 Approval to issue up to 6,010,000 Fee Options to the Lead Manager 5 Approval to issue up to 1,000,000 Placement Shares to Director 6 Approval to issue up to 500,000 Placement Options to Director

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not be counted in computing the required majority on a poll.

STEP 3 – Signatures and contact details

Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3
Sole Director and Sole Company Secretary																Director										Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone																					Date (DD/MM/YY)
																										/						/
By providing your email address, you elect to								receive all					communications despatched by the Company electronically (where legally permissible).