REGIS RESOURCES LIMITED - AGM Information 2023

24 October 2023

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Dear Shareholder

REGIS RESOURCES LIMITED - ANNUAL GENERAL MEETING NOTICE AND PROXY FORM

Regis Resources Limited (ASX:RRL) will be holding its Annual General Meeting at 11 am (AWST) on Thursday 23 November 2023 at Perth Convention and Exhibition Centre, River View Room 4, 21 Mounts Bay Road, Perth Western Australia and virtually via the Computershare Meeting Platform (“ Meeting ”).

Notice of Meeting

In accordance with the provisions 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 https://regisresources.com.au/ or ASX at https://www2.asx.com.au/markets/company/RRL.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser.

If you have any difficulties obtaining a copy of the Notice, please contact the Company’s share registry, Computershare, on 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas).

Hybrid Meeting

The Board has made the decision that it will hold a hybrid Meeting. Shareholders can participate in the meeting online by the following link https://meetnow.global/MFQMDUA. Please refer to Computershare’s “Virtual Meeting Guide” www.computershare.com.au/virtualmeetingguide for step by step information about accessing the online platform and participating in the Meeting.

Shareholders can participate in person at 11am (AWST) Perth Convention and Exhibition Centre, River View Room 4, 21 Mounts Bay Road, Perth Western Australia.

Proxy voting

The Company strongly encourages shareholders to lodge a directed proxy form prior to the Meeting. Shareholders can lodge their vote by going to www.investorvote.com.au and logging in with the Control Number: 183028, your unique shareholder identification number (SRN/HIN) and postcode (or country for overseas residents), which you can find on your enclosed personalised proxy form. Your proxy form must be received by 11am (AWST) on Tuesday, 21 November 2023 being not less than 48 hours before the commencement of the Meeting. Any proxy forms received after that time will not be valid for the Meeting.

Questions for the Meeting

Shareholders may submit questions in advance of the Meeting by email to the Company Secretary at [email protected] by 5.00pm (WST) on Tuesday, 21 November 2023. Shareholders who physically attend the Meeting will also have the opportunity to submit questions during the Meeting.

Shareholders who attend the Meeting via the virtual online platform will also have the opportunity to submit questions during the Meeting.

Communication with Shareholders

If the Company makes any alternative arrangements to the way in which the meeting is held, Shareholders will be notified by way of announcement on ASX and the details will also be made available on our website at https://regisresources.com.au/.

The Company encourages shareholders to provide an email address so we can communicate with you electronically for items such as notices of meeting and annual reports. Shareholders can still elect to receive some or all of their communications in physical or electronic form, or elect not to receive certain documents such as annual reports. To review your communications preferences, or to sign up to receive your Shareholder communications via email, please update your details at www.computershare.com.au/easyupdate/rrl.

If you would like to lodge any questions prior to the Meeting, or have any problems accessing any of the Meeting documents, please contact the Company Secretary via email at [email protected] or on +61 8 9442 2200.

Ms Elena Macrides Company Secretary Regis Resources Limited

ABN 28 009 174 761

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NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

23 November 2023

Time of Meeting

11am AWST

Place of Meeting

Perth Convention and Exhibition Centre Level 2, River View Room 4 21 Mounts Bay Road Perth Western Australia

https://www.pcec.com.au/attend/getting-to-pcec/

and

Virtual Online Platform via computer using URL https://meetnow.global/MFQMDUA

More information about online participation is available in the Annual General Meeting Online Guide at: www.computershare.com.au/virtualmeetingguide.

A Proxy Form is enclosed or has otherwise been provided to you

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting please complete and return the Proxy Form in accordance with the specified directions.

REGIS RESOURCES LIMITED ABN 28 009 174 761

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Regis Resources Limited ABN 28 009 174 761 will be held at Perth Convention and Exhibition Centre, Level 2, River View Room 4, 21 Mounts Bay Road, Perth Western Australia and online via computer using URL https://meetnow.global/MFQMDUA on 23 November 2023 at 11am AWST for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

The Meeting will be held as a hybrid meeting.

The Company is pleased to also provide shareholders with the opportunity to attend and participate in the Meeting through the Computershare Online Meeting Platform. Pursuant to this platform, Shareholders will be able to watch, listen, ask questions and vote online. If you are a Shareholder and you wish to attend and vote at the Meeting through this platform, please follow the instructions set out in the Notice.

NOTICE OF RIGHTS OF SHAREHOLDERS IN CONNECTION WITH CERTAIN DOCUMENTS

Legislative changes to the Corporations Act mean there are new options available to Shareholders as to how you receive communications from the Company.

The Company will no longer be sending physical meeting documents unless you, as a Shareholder, have elected to receive physical communications from the Company or request a copy to be posted.

The Company encourages all Shareholders to provide an email address so the Company can communicate with Shareholders electronically when Shareholder notices become available online, for items such as meeting documents and annual reports.

Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences, or to sign up to receive your Shareholder communications via email, please update your details at www.computershare.com.au/easyupdate/rrl.

Shareholders who would like a physical copy of a communication, need further information about the options available to Shareholders or have questions about their holding, please visit www.computershare.com.au/easyupdate/rrl or contact the Company’s share registry:

Computershare Investor Services Pty Limited Postal Address: GPO Box 2975 Melbourne, VIC 3001

Telephone (within Australia): 1300 850 505 Telephone (outside Australia): +61 3 9415 4000 Email: [email protected] Website: https://www-au.computershare.com/Investor/

AGENDA

Financial Reports

To receive and consider the financial report of the Company for the year ended 30 June 2023, together with the Directors’ Report and the Auditor's Report as set out in the Annual Report.

1 Resolution 1 – Non-Binding Resolution to adopt Remuneration Report

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

"That the Remuneration Report for the year ended 30 June 2023 as set out in the 2023 Annual Report be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

Voting exclusion statement: The Company will disregard any votes cast on the Resolution by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties. However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

(b) it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:

(a) the appointment specifies the way the proxy is to vote on the Resolution; or

(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution.

Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act.

2 Resolution 2 – Re-election of Mrs Lynda Burnett as a Director

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

"That Mrs Lynda Burnett, who retires in accordance with Rule 12.7(a) of the Constitution and Listing Rule 14.4 and, being eligible for re-election, be re-elected as a Director."

3 Resolution 3 – Re-election of Mr James Mactier as a Director

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

"That Mr James Mactier, who retires in accordance with Rule 12.7(a) of the Constitution and Listing Rule 14.4 and, being eligible for re-election, be re-elected as a Director."

4 Resolution 4 –Re-election of Mr Paul Arndt as a Director

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

“That Mr Paul Arndt, who ceases to hold office in accordance with Listing Rule 14.4 and, being eligible, offers himself for re-election, be re-elected a Director of the Company.”

5 Resolution 5 – Grant of Short Term Incentive Performance Rights to Mr Jim Beyer (or his nominee(s))

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

“That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of up to 80,279 Short Term Incentive Performance Rights to Mr Jim Beyer, Managing Director of the Company (or his nominee(s)) under the Plan on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of:

(a)	a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee
	incentive scheme in question, including Mr Jim Beyer (or his nominee(s)); or
(b)	an Associate of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a)	a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the
	directions given to the proxy or attorney to vote on the Resolution in that way; or
(b)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance
	with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
	provided the following conditions are met:
	(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
	and is not an Associate of a person excluded from voting, on the Resolution; and
	(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to
	vote in that way.
Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:
(a)	the appointment specifies the way the proxy is to vote on the Resolution; or
(b)	the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy
	even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key
	Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in
	favour of the Resolution.
Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If any	of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by
the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them
under the Corporations Act.

6 Resolution 6– Grant of Long Term Incentive Performance Rights to Mr Jim Beyer (or his nominee(s))

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

“That, for the purposes of Listing Rule 10.14, Shareholders approve the grant of up to 535,059 Long Term Incentive Performance Rights to Mr Jim Beyer, Managing Director of the Company (or his nominee(s)) under the Plan on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of: (a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question, including Mr Jim Beyer (or his nominee(s)); or (b) an Associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless: (a) the appointment specifies the way the proxy is to vote on the Resolution; or (b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting. If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act.

7 Resolution 7– Renewal of provisional takeover provisions of the Constitution

To consider and, if thought fit, to pass the following resolution as a special resolution :

"That, pursuant to and in accordance with section 648G of the Corporations Act 2001 (Cth), the existing proportional takeover provisions in the form set out in Rule 7 of the Company’s Constitution are renewed for a period of three years commencing on the date of the Meeting.”

OTHER BUSINESS

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

Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.

By order of the Board

Elena Macrides

Company Secretary

Dated: 24 October 2023

How to vote

Shareholders can vote by either:

physically or virtually attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or
appointing a proxy to attend and vote on their behalf using the Proxy Form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, electronically via the internet or by facsimile.

Attending and voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the Meeting in person are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that the Company may consider whether the Shareholder may be admitted to the physical Meeting, and if admitted, their holding may be checked against the Company's share register and their attendance recorded. To be effective a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for Proxy Forms below.

Attending and voting online

Shareholders, or their attorneys, who wish to participate online may do so by the following link:

https://meetnow.global/MFQMDUA

If you choose to participate in the Meeting online, registration will be open at 10:30am (AWST) on the date of the Meeting.

You can log in to the Meeting by entering following URL in your computer browser, tablet or mobile device:

https://meetnow.global/MFQMDUA

To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready.

via a live text facility and cast votes at the appropriate times while the meeting is in progress.

Attending the Meeting online enables Shareholders to view the Meeting live and to submit text-based questions or to ask questions orally in relation to the business of the Meeting. Further details on how to ask questions during the virtual Meeting will be provided when you login to the Meeting via the Computershare Meeting Solution platform. Shareholders will also be able to cast votes in the real time poll, at the appropriate time. Please note that if you join the Meeting online as a Shareholder and vote using the Computershare Meeting Solution platform, any proxy vote previously lodged will not be entitled to vote on the Resolution. To vote during the online Meeting you will need to use the voting button in the Computershare Meeting Solution platform at the time the Chair calls a poll.

Questions at the meeting

Please note, only Shareholders may ask questions online once they have been verified. It may not be possible to respond to all questions. Shareholders are encouraged to lodge questions prior to the Meeting.

A Shareholder who is entitled to vote at the Meeting may submit a written question to the Company in advance of the Meeting .

We ask that all pre-Meeting questions be received by the Company no later than 2 business days before the date of the Meeting, being 5pm AWST Tuesday, 21 November 2023. Any questions should be directed to [email protected].

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

Proxyholders will need to contact Computershare prior to the meeting to obtain their login details.

To participate in the meeting online follow the instructions below;

Click on ‘Join Meeting Now’.
Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 one hour prior to the meetings to obtain their login details.
Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop-down list.
Accept the Terms and Conditions and ‘Click Continue’. You can view the meetings live, ask questions verbally or
A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.
The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
A proxy need not be a Shareholder.
The proxy can be either an individual or a body corporate.
If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain

from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolution 1, 5, and 6 in accordance with a direction on how the proxy is to vote or, if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Should any Resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that Resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
Shareholders who return their Proxy Forms with a direction how to vote, but who do not nominate the identity of their proxy, will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Meeting, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.

Shareholders may access this facility and will need their Holder Identification Number ( HIN ) or Securityholder Reference Number ( SRN ).

− For Intermediary Online subscribers only (custodians) please visit: www.intermediaryonline.com to submit your voting intentions.

 The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 11am (AWST) on 21 November 2023. If facsimile transmission is used, the Power of Attorney must be certified.

Shareholders who are entitled to vote

In accordance with paragraphs 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 4.00pm (AWST) on 21 November 2023.

To be effective, proxies must be received by 11am (AWST) on 21 November 2023. Proxies received after this time will be invalid.
Proxies may be lodged using any of the following methods:
by returning a completed Proxy Form in person or by post using the pre-addressed envelope provided with this Notice to:
- Share Registry: Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne, VIC 3001;

by faxing a completed Proxy Form to 1800 783 447 within Australia or +61 3 9473 2555 outside Australia;

by recording the proxy appointment and voting instructions via the internet at www.investorvote.com.au. Only registered

REGIS RESOURCES LIMITED ABN 28 009 174 761

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

Financial Reports

The first item of the Notice deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2023, together with the Directors' declaration and report in relation to that financial year and the Auditor's Report on the financial report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the management of the Company.

The Chair will also give Shareholders a reasonable opportunity to ask the Auditor or the Auditor’s representative questions relevant to:

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the conduct of the audit;

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the preparation and content of the Auditor’s Report;

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the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

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the independence of the Auditor by the Company in relation to the conduct of the audit.

The Chair will also allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act.

1 Resolution 1 – Non-Binding Resolution to adopt Remuneration Report

Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the Remuneration Report as disclosed in the Company's 2023 Annual Report be adopted. The Remuneration Report is set out in the Company’s 2023 Annual Report and is also available on the Company’s website (https://www.regisresources.com.au/).

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

However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second Annual General Meeting ( Spill Resolution ), to approve calling a general meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must then convene a Spill Meeting within 90 days of the second Annual General Meeting. All of the Directors who were in office when the applicable Directors’ Report was approved, other than the Managing Director, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors.

The remuneration report for the financial year ended 30 June 2022 did not receive a vote of more than 25% against its adoption at the Company’s last general meeting held on 24 November 2022. Accordingly, if at least 25% of the votes cast on this Resolution are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any equity based compensation.

The Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Voting

Note that a voting exclusion applies to this Resolution in the terms set out in the Notice.

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on this Resolution.

2 Resolution 2 – Re-election of Mrs Lynda Burnett as a Director

Pursuant to Rule 12.7(a) of the Constitution, Mrs Burnett, being a Director, retires by way of rotation and, being eligible, offers herself for re-election as a Director.

Listing Rule 14.4 provides that a director of an entity must not hold office (without re-election) past the third annual general meeting following the director’s appointment or 3 years following the director’s appointment, whichever is longer.

If Resolution 2 is passed, Mrs Burnett will be re-elected and will continue to act as a Director. If Resolution 2 is not passed, Mrs Burnett will not be re-elected and will cease to act as a Director.

2.1 Qualifications

Mrs Burnett is a geologist with experience as a director of ASX-listed mining companies. She was Managing Director of ASX-listed explorer Sipa Resources Ltd (ASX: SRI) and was Director – Exploration Australia for Newmont Ltd, with responsibility for the strategic planning, budgeting and management of all of Newmont’s near-mine and greenfields exploration projects in the Asia-Pacific region, including the Tanami, Jundee, KCGM and Boddington mines as well as the McPhillamys gold deposit which is now owned by Regis. During her over 30 year career, Mrs Burnett has also held senior geological positions with Plutonic Resources Ltd, Newcrest Mining Ltd, Worsley Alumina Pty Ltd and was a Director of ASX-listed Summit Resources Ltd.

Mrs Burnett holds an Honours degree in geology from Queensland University, from 2009 to 2021 was the Chair of the Advisory Board for the Centre of Exploration Targeting at the University of Western Australia and is also a member of AusIMM, the Society of Economic Geologists and the Australian Institute of Company Directors

2.2 Other material directorships

Mrs Burnett is currently a Non ‐ Executive Director of NickelSearch Limited.

2.3 Independence

Mrs Burnett was appointed to the Board on 27 November 2019, with her re-election last approved by Shareholders at the Company’s 2020 annual general meeting. The Board considers that Mrs Burnett, if re-elected, will be classified as an independent director.

2.4 Board recommendation

Based on Mrs Burnett’s relevant experience and qualifications, in particular her operational experience in exploration geology, the members of the Board, in the absence of Mrs Burnett, support the re-election of Mrs Lynda Burnett as a Director of the Company.

3 Resolution 3 – Re-election of Mr James Mactier as a Director

Pursuant to Rule 12.7(a) of the Constitution, Mr James Mactier, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

If Resolution 3 is passed, Mr Mactier will be re-elected and will continue to act as a Director. If Resolution 3 is not passed, Mr Mactier will not be re-elected and will cease to act as a Director.

3.1 Qualifications

Mr Mactier has extensive experience in the resources sector globally, including project evaluation and due diligence, project and corporate finance, equity investment and commodity and currency hedging.

Mr Mactier worked for Macquarie Bank Limited from 1991-2015. From 1999 onwards, he was an Executive Director and Joint-Head of the Metals and Energy Capital Division as well as a member of the Fixed Income, Currency and Commodities Group Management Committee. He retired from Macquarie in 2015.

Mr Mactier is an advisor to the Resource Capital Funds Management LLC, a member of the Presbyterian Ladies' College Council and Chair of its Risk and Compliance Committee, a member of the Presbyterian Ladies College Foundation and Chair of Its Investment Committee.

Mr Mactier holds a Bachelor of Agricultural Economics (Hons) degree from the University of Sydney, a Diploma in Applied Finance and Investment from FINSIA and is a Graduate Member of the Australian Institute of Company Directors.

3.2 Other material directorships

During the past three years, Mr Mactier has not served as a director of any other ASX listed company.

3.3 Independence

Mr Mactier has been a Director since 23 February 2016 and has been Chairman since 23 November 2018, with his re-election last approved by Shareholders at the Company’s 2020 annual general meeting. The Board considers that Mr Mactier, if re-elected, will be classified as an independent director.

3.4 Board recommendation

Based on Mr Mactier’s relevant experience and qualifications, in particular Mr Mactier’s experience in resource banking, the members of the Board, in the absence of Mr Mactier, support the re-election of Mr Mactier as a Director of the Company.

4 Resolution 4 – Re-election of Mr Paul Arndt as a Director

Mr Paul Arndt was elected as a Director on 25 November 2022 to fill a casual vacancy.

Listing Rule 14.4 provides that a director of an entity who is appointed to fill a casual vacancy must not hold office (without re-election) past the next annual general meeting of the entity.

If Resolution 4 is passed, Mr Arndt will be re-elected and will continue to act as a Director. If Resolution 4 is not passed, Mr Arndt will not be re-elected and will cease to act as a Director.

Further, Rule 12.3(a) of the Constitution provides that, if a person is appointed as a Director by the Board, the Company must confirm that appointment at the next annual general meeting. Resolution 4 will, if passed, be taken as such confirmation for the purposes of Rule 12.3(a) of the Constitution.

4.1 Qualifications

Mr Arndt has a track ‐ record in the management of open pit and underground mining operations across the gold and base metals sectors in Australia and overseas. Most recently, he was the Managing Director of Perilya Mines Ltd, which owns the extensive Broken Hill base metals mining complex in New South Wales and developed and operates the first underground mine in the Dominican Republic. Prior to joining Perilya, he was General Manager of the Telfer Gold Mine in Western Australia for Newcrest ‐ Mining. Over his 40 year career, he has also held senior management positions with MIM Holdings Limited and Pasminco Limited, including operating smelters and refineries, as well as Australian industrial companies, BGC and Boral Limited. He has also consulted for business improvement specialists, Partners in Performance.

Mr Arndt graduated with a Bachelor of Science First Class Honours in Physical and Inorganic Chemistry (University of Western Australia). He also has a Graduate Diploma in Mechanical Engineering (Western Australian Institute of Technology), a Master of Applied Science in Chemistry (Curtin University) and a Master of Business Administration (University of Queensland).

4.2 Other material directorships

‐ ‐ Mr Arndt is currently a Non Executive Director of PanAust Limited. Mr Arndt was previously a Non Executive Director of ASX listed Mallee Resources Limited (formerly Myanmar Metals Limited) from June 2018 to December 2022.

4.3 Independence

Mr Arndt has been a Director since 25 November 2022. The Board in the absence of Mr Arndt considers that Mr Arndt, if elected, will be classified as an independent director.

4.4 Board recommendation

Based on Mr Arndt’s relevant experience and qualifications, in particular Mr Arndt’s operational experience in open pit and underground gold mining operations, the members of the Board, in the absence of Mr Arndt, support the re-election of Mr Arndt as a Director of the Company.

5 Resolutions 5 and 6 – Grant of Short Term Incentive Performance Rights and Long Term Incentive Performance Rights to Mr Jim Beyer (or his nominee(s))

Resolutions 5 and 6 relate to the grant of short term incentives in the form of Performance Rights with a nil exercise price and expiry date of 5 November 2024 ( STIPRs ) (in the case of Resolution 5) and Long Term Incentives in the form of Performance Rights with a nil exercise price and expiry date of 2 November 2026 ( LTIPRs ) (in the case of Resolution 6) to Mr Jim Beyer (or his nominee(s)) pursuant to the Plan.

A summary of the material terms and conditions of the Plan is set out in Annexure A to this Explanatory Memorandum.

5.1 Issue of STIPRs

Pursuant to Resolution 5, the Company proposes to grant a total of up to 80,279 STIPRs to Mr Jim Beyer (or his nominee(s)) under the Plan. The STIPRs will automatically vest on 1 July 2024 subject only to Mr Beyer being an employee of the Company at that time unless the Board determines

otherwise. Subject to the satisfaction of that condition and to any adjustments in accordance with the rules of the Plan (e.g. upon a reorganisation of capital), Mr Jim Beyer (or his nominee(s)) will be entitled to receive one Share (or the cash equivalent at the Board’s election) for each STIPR that vests. The Company notes that:

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Mr Beyer’s short term incentive award for the year ended 30 June 2023 was $297,675. The STIPRs proposed to be issued to Mr Jim Beyer represent 50% of this award and form part of Mr Jim Beyer’s remuneration package; the remaining 50% of the short term incentive award was paid in cash.

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The terms and conditions of the STIPRs are set out in Annexure B to this Explanatory Memorandum.

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If Shareholders approve Resolution 5, the STIPRs will be granted in accordance with the rules of the Plan.

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If Shareholders do not approve the proposed issue of the STIPRs to Mr Jim Beyer (or his nominee(s)) under Resolution 5, the issue will not proceed. The Board will provide a cash payment to Mr Jim Beyer if this Resolution is not approved.

5.2 Issue of LTIPRs

Similarly, pursuant to Resolution 6, the Company proposes to grant up to 535,059 LTIPRs to Mr Beyer (or his nominee(s)) under the Plan for no cash consideration, with each LTIPR having a nil exercise price and an expiry date of 2 November 2026.

The LTIPRs are subject to Vesting Conditions which will trigger the vesting of those depending on whether Mr Jim Beyer achieves the respective ‘threshold’ and ‘target’ levels of performance. The threshold level is the minimum performance required and the target level includes a straight-line prorata between the threshold and the maximum target (being the stretch target) of the LTIPRs vesting.

The Vesting Conditions will be tested by the Board after the end of a three-year performance period ending 30 June 2026. The Board’s decision as to the satisfaction of the performance or any other Vesting Conditions may be made in its absolute discretion and any such decision will be final and binding.

The Company notes that:

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The terms and conditions of the LTIPRs are set out in Annexure C to this Explanatory Memorandum.

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If Shareholders approve Resolution 6, the LTIPRs will be granted in accordance with the rules of the Plan.

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If Shareholders do not approve the proposed issue of the LTIPRs to Mr Jim Beyer (or his nominee(s)) under Resolution 6, the issue will not proceed. The Board will need to consider alternative remuneration arrangements which may include cash payment.

5.3 Related Party Transactions Generally

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

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the giving of the financial benefits falls within one of the nominated exceptions to the provision; or

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

For the purposes of Chapter 2E of the Corporations Act, Mr Beyer is a related party of the Company.

In relation to Resolutions 5 and 6, the Board (excluding Mr Jim Beyer) has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of STIPRs and LTIPRs as the issue is considered reasonable remuneration for the purposes of section 211 of the Corporations Act.

The grant of STIPRs and LTIPRs encourages Mr Beyer to have a greater involvement in the achievement of the Company’s objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through Share ownership. Under the Company’s current circumstances, the Directors consider (in the absence of Mr Jim Beyer) that the incentives represented by the grant of these STIPRs and LTIPRs are a cost effective and efficient means for the Company to provide a reward and an incentive, as opposed to alternative forms of incentive, such as the payment of additional cash compensation.

The number of STIPRs and LTIPRs to be granted to Mr Beyer (or his nominee(s)) has been determined based upon a consideration of:

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the remuneration of the Directors;

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the extensive experience and reputation of Mr Beyer within the mining industry;

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the current price of Shares;

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the Directors’ wish to ensure that the remuneration offered is competitive with market standards or/and practice. The Directors have considered the proposed number of LTIPRs and STIPRs to be granted and will ensure that Mr Jim Beyer’s overall remuneration is in line with market practice; and

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incentives to attract and ensure continuity of service of Directors who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves. The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the STIPRs and LTIPRs upon the terms proposed.

5.4 Mr Beyer’s total remuneration package

Mr Jim Beyer’s fees per annum (including superannuation) and the total financial benefit to be received by him in this current period, as a result of the grant of the STIPRs and LTIPRs the subject of Resolutions 5 and 6, is $2,281,674 calculated as follows:

			Incentives
Component	Cash	($ value based on 5 day VWAP
			3 July2023 $1.854)
Total Fixed Remuneration (TFR)	$992,000
STI Award 2023	$148,837		$148,837
Max Potential LTI Award			$992,000
TOTAL	$1,140,837		$1,140,837

5.5 Directors’ recommendation

The Directors (other than Mr Beyer), who have no interest in the outcome of Resolutions 5 and 6, recommend that Shareholders vote in favour of Resolutions 5 and 6. Mr Jim Beyer declines to make a

recommendation about the Resolutions as he has a material personal interest in the outcome of Resolutions 5 and 6 as they relate to the proposed grant of STIPRs and LTIPRs to him (or his nominee(s)). The Board (in the absence of Mr Beyer) is not aware of any other information that would reasonably be required by the Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 5 and 6.

5.6 Information Requirements – Listing Rules 10.14 and 10.15

Listing Rule 10.14 provides that the Company must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme:

a director of the Company (Listing Rule 10.14.1);
an Associate of a director of the Company (Listing Rule 10.14.12); or
a person whose relationship with the Company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its Shareholders (Listing Rule 10.14.3),

unless it obtains the approval of its Shareholders.

The proposed grant of STIPRs and LTIPRs to Mr Beyer (or his nominee(s)) pursuant to Resolutions 5 and 6 falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

If both Resolutions 5 and 6 are passed, the Company will grant the STIPRs and LTIPRs to Mr Beyer (or his nominee(s)) as noted above.

If Resolutions 5 is not passed, the Company will not grant the relevant STIPRs to Mr Beyer (or his nominee(s)) and the Company will provide a cash payment to Mr Beyer.

If Resolution 6 is not passed, the Company will not grant the LTIPRs to Mr Beyer (or his nominee(s)) and may need to consider alternative ways to remunerate Mr Jim Beyer, including by the payment of cash.

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

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the STIPRs (in case the case of Resolution 5) and the LTIPRs (in the case of Resolution 6) will be granted to Mr Beyer (or his nominee(s)), as noted above;

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Mr Jim Beyer is a Director, and therefore a Listing Rule 10.14.1 party;

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up to 80,279 STIPRs and up to 535,059 LTIPRs will be granted to Mr Jim Beyer (or his nominee(s));

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Mr Beyer is a Director of the Company and the issue of STIPRs and LTIPRs the subject of Resolutions 5 and 6 is intended to remunerate or incentivise Mr Beyer, whose current total remuneration package is set out above in paragraph 5.4;

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Mr Jim Beyer (or his nominee(s)) has been issued the following securities under the Plan since it was last approved by Shareholders at the Company’s 2022 annual general meeting:

Year	Performance Rights issued	Average acquisition price
FY 2022-23	785,085	Nil

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the terms and conditions of the STIPRs and LTIPRs are set out in Annexure B and Annexure C to this Explanatory Memorandum respectively;

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the STIPRs and LTIPRs will be granted on a date which will be no later than 3 years after the date of this Meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules;

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the Company has chosen to issue securities in the form of the STIPRs (in the case of Resolution 5) and LTIPRs (in the case of Resolution 6) to attract and ensure continuity of service of Mr Jim Beyer, while maintaining the Company’s cash reserves. The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the STIPRs and LTIPRs upon the terms proposed (as set out in paragraph 5.3(e) above).

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the STIPRs and LTIPRs will be granted for no cash consideration;

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the value the Company attributes to the STIPRs (in the case of Resolution 5) and LTIPRs (in the case of Resolution 6), being $148,837 and $992,000 respectively, is based on the 5 day VWAP from 3 July 2023 of $1.854 (as set out in paragraph 5.4 above).

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a summary of the material terms of the Plan under which the LTIPRs and STIPRs will be granted is set out in Annexure A;

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details of any Equity Securities issued under the Plan will be published in the Company’s annual report relating to a period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14;

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any additional persons covered by Listing Rule 10.14 who become entitled to participate in the Plan after Resolutions 5 and 6 are approved and who were not named in this Notice will not participate until approval is obtained under that Listing Rule; and

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a voting exclusion statement applies to each of Resolutions 5 and 6 as set out in the Notice of Meeting.

5.7 Voting

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on Resolutions 5 and 6.

6 Renewal of proportional takeover provisions of the Constitution

6.1 Background

The Corporations Act permits a company to include in its constitution provisions (called proportional takeover provisions ) requiring that a proportional or partial takeover offer (ie an offer for less than 100% of the shares but for the same proportion of each shareholder’s shares) be approved by a majority of shareholders before it may proceed. In effect, the approval of Resolution 7 will enable the Company to refuse to register Shares acquired under a proportional takeover bid unless than bid is approved by a majority of Shareholders.

The Constitution currently contains provisions dealing with proportional takeover bids. The full text of the Rule in the Constitution containing the proportional takeover provisions is set out in Annexure D to this Explanatory Memorandum.

As set out in Rule 7.4 of the Constitution, the proportional takeover provisions will cease to have effect at the end of three years after:

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where those provisions have not been renewed since their adoption, the date on which those provisions were adopted by the Company; or

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where those provisions have been renewed since their adoption, the date on which they were last renewed.

The Constitution was adopted by Shareholders at the Company’s 2020 annual general meeting. Therefore, the Company is seeking Shareholder approval for the renewal of the proportional takeover provisions pursuant to Resolution 7.

6.2 Section 648G of the Corporations Act

The following information is provided pursuant to section 648G of the Corporations Act.

(a) Operation of the proportional takeover provisions

By renewing the proportional takeover provisions in the Constitution, registration of a transfer of Shares acquired under a proportional takeover offer will be prohibited unless an approving resolution is passed by Shareholders in the Company in the manner provided in Rule 7.3 of the Constitution.

The proportional takeover provisions do not apply to a full takeover bid for all of the Shares of the Company.

If the Company’s existing proportional takeover provisions are renewed and a proportional takeover offer is subsequently made for Shares in the Company, the Directors must seek Shareholder approval by a majority vote to register transfers under the proportional takeover bid. The Shareholder approval can be obtained at a general meeting of Shareholders.

Those Shareholders who are entitled to vote at the general meeting are the Shareholders (other than the bidder and its associates) who, at the end of the day on which the first of the takeover offers under the proportional takeover bid is made, hold securities in the class of securities the subject of the bid.

That resolution must be voted on at least 14 days before the last day of the offer period under the proportional takeover bid. The resolution will be passed if more than 50% of eligible votes are cast in favour of the resolution. If no such resolution has been voted on at least 14 days before the last day of the bid period then a resolution to approve the registration of transfers under the bid is taken to have been passed.

If the resolution is not passed by a majority of the Shares voted, then the offer will be deemed to be withdrawn and registration of any transfer of shares resulting from the offer will be prohibited. Acceptances will be returned and any contracts formed by acceptance will be rescinded. If the resolution is approved, transfers of shares to the bidder will be registered provided they comply with the other provisions of the Constitution.

If renewed (by passing Resolution 7), Rules 7.1 to 7.3 of the Constitution will have effect for a threeyear period from the date of the Meeting.

(b) Current acquisition proposals

As at the day on which this Notice, none of the Directors of the Company are aware of a proposal by a person to acquire, or to increase the extent of, a substantial interest in the Company.

(c) Advantages of proportional takeover provisions to Shareholders

Potential advantages to Shareholders of the renewal of the proportional takeover provisions in the Constitution are set out below:

(i) The proportional takeover provisions may enable Shareholders to act together and so avoid the coercion of Shareholders that might otherwise arise where they believe a partial offer is inadequate, but nevertheless accept through concern that a significant number of other Shareholders will accept.
(ii) The proportional takeover provisions may provide Shareholders with protection against being coerced into accepting a partial bid at a high premium where the bidder indicates its intention to mount a subsequent bid for the remaining shares at a much reduced price. This puts pressure on Shareholders to accept the initial bid in order to maximise their returns.
(iii) If a partial bid is made, the proportional takeover provisions may make it more probable that a bidder will set its offer price at a level that will be attractive to at least a majority of Shareholders.
(iv) The body of Shareholders may more effectively advise and guide the Directors’ response to a partial bid, and knowing the view of the majority of Shareholders may assist individual Shareholders to assess the likely outcome of the proportional bid and decide whether or not to accept an offer under the bid.
(v) The proportional takeover provisions may make it more probable that any takeover offer will be a full bid for the whole shareholding of each Shareholder, so that Shareholders may have the opportunity of disposing of all their Shares rather than only a proportion.

(d) Disadvantages of the proportional takeover provisions to Shareholders

Potential disadvantages to Shareholders of the renewal of proportional takeover provisions in the Constitution are set out below:

(i) By placing obstacles in the way of partial offers, the proposal may tend to discourage partial offers, thus reducing the opportunity for Shareholders to sell a portion of their holding.
(ii) It is possible that the existence of the proportional takeover provisions might have an adverse effect on the market value of Shares by making a partial offer less likely thus reducing any takeover speculation element in the Share price.
(iii) An individual Shareholder who wishes to accept a proportional offer will be unable to sell to the bidder unless a majority of Shareholders favour the proportional takeover scheme (which may be viewed as an additional restriction on the ability of individual Shareholders to deal freely in their Shares).
(iv) If a proportional takeover offer is made, the Company will incur the cost of calling a meeting of Shareholders.

(e) Advantages and disadvantages of the proportional takeover provisions for the Directors

Potential advantages and disadvantages to the Directors of the renewal of proportional takeover provisions in the Constitution are set out below:

(i) If the Directors consider that a proportional bid should be opposed, they will be assisted in preventing the bidder from securing control of the Company as the bidder will need a majority of votes to be cast in its favour by the independent Shareholders, before the bidder can succeed.
(ii) On the other hand, under the proportional takeover provisions, if a proportional takeover offer is received, the Directors must call a meeting to seek the Shareholders’ views. They must do so even if the Directors believe that the offer should be accepted.

(iii) At present, it is only the Directors who express any formal view on the adequacy or otherwise of a takeover bid, on behalf of the Company. Under the proportional takeover provisions, the most effective view on a proportional bid will become the view expressed by the vote of the Shareholders themselves, at the meeting.
(iv) The proportional takeover provisions may make it easier for the Directors to discharge their fiduciary and statutory duties as directors in the event of a proportional takeover bid.

(f) Reasons for proposing the Resolution

Having considered the advantages and disadvantages to Shareholders and the Directors, the Directors have decided to put Resolution 7 to Shareholders to give Shareholders an opportunity to take advantage of the protections which the proportional takeover provisions offer, if a proportional takeover offer is made.

GLOSSARY

$ means Australian dollars.

2023 Reserves has the meaning set out on page 25.

2026 Reserves has the meaning set out on page 25.

Accounting Standards has the meaning given to that term in the Corporations Act.

Annual General Meeting or Meeting means the Annual General Meeting convened by the Notice.

Annual Report means the annual report of the Company for the year ended 30 June 2023.

Associate has the meaning given to that term in the Listing Rules.

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Auditor means the Company’s auditor from time to time (if any).

Auditor’s Report means the report of the Auditor contained in the Annual Report for the year ended 30 June 2023.

AWST means western standard time as recognised in Perth, Western Australia.

Board means the Directors.

Chair or Chairman means the individual elected to chair any meeting of the Company from time to time.

Closely Related Party has the meaning given to that term in the Corporations Act.

Company means Regis Resources Limited ABN 28 009 174 761.

Comparator Group has the meaning set out on page 25.

Constitution means the Company's constitution, as amended from time to time.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Directors’ Report means the report of the Directors contained in the Annual Report for the year ended 30 June 2023.

Eligible Participants has the meaning set out on page 19.

Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Key Management Personnel has the meaning given to that term in the Accounting Standards. Incentives has the meaning set out on page 19.

Incentiveholder has the meaning set out on page 19.

Listing Rules means the ASX Listing Rules.

LOM Reserves Growth Performance Rights has the meaning set out on page 25.

LTIPRs or Long Term Incentive Performance Rights has the meaning given to LTIPRs on page 10.

Notice or Notice of Meeting means this Notice of Annual General Meeting.

Option means an option to acquire a Share.

Ore Reserves has the meaning set out on page 25.

Performance Period has the meaning set out on page 23 and 24

Performance Right means a performance right to acquire a Share.

Plan or Incentive Plan has the meaning set out on page 19.

Production Performance Rights has the meaning set out on page 26.

Proxy Form means the proxy form accompanying the Notice by way of email where the Shareholder has elected to receive notices by email, or the personalised proxy form accompanying the letter circulated by way of post where the Shareholder has not elected to receive notices by email.

Remuneration Report means the remuneration report set out in the Annual Report for the year ended 30 June 2023.

Resolution means a resolution contained in the Notice.

Restricted Voter means Key Management Personnel and their Closely Related Parties as at the date of the Meeting.

RTSR has the meaning set out on page 25.

RTSR Performance Rights has the meaning set out on page 25.

Shareholder means a member of the Company from time to time.

Shares means fully paid ordinary shares in the capital of the Company.

Spill Meeting has the meaning set out on page 7. Spill Resolution has the meaning set out on page 7.

STIPRs or Short Term Incentive Performance Rights has the meaning given the STIPRs on page 10.

Vesting Conditions means the vesting conditions attaching to Incentives granted under the Plan (including the vesting conditions in Annexures B and C (as applicable)).

Annexure A – Summary of the Incentive Plan

Term	Description
Eligibility	Under the Incentive Plan (Plan), the Board may offer the opportunity to key
	management personnel (excluding non-executive Directors), employees, or service
	providers of a Group Company (Eligible Participants) or their eligible nominees to
	participate in the Plan and subscribe for such number of Incentives as the Board may
	decide and on the terms set out in the rules of the Plan. Where such person accepts
	the invitation and is granted Incentives, he or she will become a participant under the
	Plan (Incentiveholder). Incentives issued or transferred under the Plan will be offered
	on the basis of the Board’s view of the contribution of the Eligible Participant to a
	Group Company.
Issue cap	Invitations made under the Plan which require the payment of monetary consideration
	by the Participant in respect of the issue, transfer or exercise of an Incentive are
	subject to an issue cap of 5% of the number of Shares on issue (as adjusted or
	increased as permitted by law and under the Constitution from time to time).
Incentives	The Company may offer or issue to Eligible Participants (or their nominee):
	 Options – an option granted pursuant to the Plan to subscribe for one Share
	upon and subject to the terms of the Plan and the terms of the offer;
	 Performance Rights – conditional right issued to a participating Eligible
	Participant under the Plan to receive a Share, subject to the terms of the offer
	and the Plan; or
	 Shares – fully paid ordinary shares in the Company.
Invitation	The Board may make an invitation at any time. Where an invitation is made under the
	Plan which requires the payment of monetary consideration by the Eligible Participant
	or Incentiveholder in respect of the issue, transfer or exercise of an Incentive then,
	subject to limited exceptions, the invitation must include the following information:

the maximum number of Incentives which the Eligible Participant is eligible to apply for (each Incentive entitling its holder to one Share on that Incentive vesting);
the first acceptance date, which must be at least 14 days after receiving the Invitation;
the final acceptance date;
any applicable grant conditions;
any applicable Vesting Conditions;
whether exercise is automatic (which it may be for Shares) or requires notice of exercise and/or provision any exercise price;
the date on which, subject to the terms and conditions in these rules and the Invitation, the Incentives will vest;
any other relevant terms and conditions attaching to the Incentives the subject of the Invitation;
in respect of an invitation of Shares:
(i) the issue price (if any) or the manner of determining the issue price (if any) of the Shares; and
(ii) details of the Vesting Conditions (if any) attaching to the Shares;
in respect of an invitation of Options or Performance Rights:
(i) the Issue Price (if any) or the manner of determining the issue price (if any) of the Options or Performance Rights;
(ii) details of Vesting Conditions (if any) attaching to the Options or Performance Rights;

Term	Description
	(iii)	the first exercise date and last exercise date of the Options or
		Performance Rights (if any);
	(iv)	the exercise price (if any) or the manner of determining the exercise
		price (if any) of the Options or Performance Rights;
	(v)	any other specific terms and conditions applicable to the invitation,
		including any disposal restrictions;
	 and to	the extent required by applicable law (if applicable):
	(i)	a prominent statement to the effect that:
		(A) any advice given by the Company in relation to Incentives
		issued or transferred under the Plan, and Shares issued or
		transferred upon exercise of the Options or Performance Rights,
		does not take into account an Eligible Participant’s objectives,
		financial situation and needs; and
		(B) the Eligible Participant should obtain their own financial product
		advice in respect of the Invitation from a person who is licensed
		by ASIC to give such advice;
	(ii)	general information about the risks of acquiring and holding the Shares,
		Options or Performance Rights (and underlying Shares);
	(iii)	an explanation of how an Eligible Participant could, from time to time,
		ascertain the market price of the Shares underlying the Options or
		Performance Rights;
	(iv)	the trust deed of any trust that will hold Shares, Options or Performance
		Rights on trust for an Eligible Participant or nominated party (as
		applicable);
	(v)	a copy of any disclosure document prepared by the Company under
		Part 6D.2 of the Corporations Act in the 12 months before the date of
		the invitation;
	(vi)	a copy of the Plan; and
	(vii)	any other informationthatisrequired by applicablelaw.
Terms of the	The terms and conditions applicable to an invitation, and any accompanying
invitation	document, must not include any misleading or deceptive statements, or omit any
	information that would result in those materials becoming misleading or deceptive. If
	the Company	becomes aware, during the application period for an Incentive, that any
	statement in the document that was provided has become out of date, or is otherwise
	not correct, in a material respect then it must provide an updated Invitation.
Price	The Board has discretion to determine the issue price and / or exercise price of the
	Incentives (if any).
Nominees	An Eligible Participant may, by notice in writing to the Board, nominate a nominee in
	whose favour	the Eligible Participant wishes the Incentives to be issued. The nominee
	may be an immediate family member of the Eligible Participant, a corporate trustee
	of a self-managed superannuation fund where the Eligible Participant is a director of
	the trustee or a company whose members comprise no persons other than the Eligible
	Participant or	immediate family members of the Eligible Participant. The Board may,
	in its sole and absolute discretion, decide not to permit the Incentives to be issued to
	a nominee.
Dealing	Incentives may not be sold, assigned, transferred or otherwise dealt with except on
	the death of the Incentiveholder in limited circumstances or with the prior consent of
	the Board.

Term	Description
Vesting and exercise	Incentives may be issued subject to exercise conditions or performance hurdles,
of Incentives	which must be satisfied (or waived) before the Incentives vest.
	The Incentives held by a participating Eligible Participant will vest in and become
	exercisable upon satisfaction of the Vesting Conditions specified in the offer and in
	accordance with the rules of the Plan. Vesting Conditions may be waived at the
	discretion of the Board.
Lapse of Incentives	An Incentive will not vest and will lapse if:
	 the Vesting Conditions attaching the Incentives have not been satisfied,
	reached or met in accordance with its terms or is not capable of being
	satisfied, reached or met; or
	 the person ceases to be employed or engaged by the Company or ceases to
	hold the office of Director in the Company, subject to certain exceptions.
Ranking of Shares	All Shares issued or transferred pursuant to the offer will rank equally with existing
	Shares on and from their date of issue or transfer.
Change of control	If there is a ‘Change of Control’, , the Board may in its absolute discretion determine
	how unvested Incentives will be treated, including but not limited to:
	 vesting and becoming immediately exercisable with such vesting deemed to
	have taken place immediately prior to the effective date of the change of
	control event, regardless of whether or not the employment, engagement or
	office of the participating Eligible Participant is terminated or ceases in
	connection with the change of control event; and/or
	 reducing or waiving any of the Incentive Vesting Conditions, attaching to those
	unvested Incentives in accordance with the Listing Rules.
	For the purposes of the Plan, ‘Change of Control’ means:
	 in respect of a takeover bid under the Corporations Act, a bidder obtaining
	voting power of more than 50% where their bid is unconditional (provided the
	bidder previously had a voting power of less than 50);
	 Shareholders approving a scheme of arrangement;
	 any person becoming bound or entitled to acquire Shares in the Company
	under the compulsory acquisition provisions of the Corporations Act;
	 a selective capital reduction is announced in respect of the Company which
	results in a person who previously had voting power of less than 50% in the
	Company obtaining voting power of more than 50%; or
	 a person obtaining voting power in the Company which the Board determines,
	acting in good faith and in accordance with their fiduciary duties, is sufficient
	to control the composition of the Board.
Cashless exercise	In lieu of paying an aggregate exercise price to purchase Shares, the Board may
	permit an Incentiveholder to elect to receive, without payment of cash or other
	consideration, upon surrender of the applicable portion of exercisable Options or
	Performance Rights to the Company, a number of Shares determined in accordance
	with the following formula:

B ( C − D ) A = C

where:

A = the number of Shares (rounded down to the nearest whole number) to be issued to the Incentiveholder;

Term	Description
	B = the number of Shares otherwise issuable or transferrable upon the exercise of
	the Option or Performance Right (as applicable) or portion of the Option or
	Performance Right (as applicable) being exercised;
	C = the market value of one Share determined as of the date of delivery to the
	Company Secretary of the certificate for the Options or Performance Rights and a
	notice of exercise signed by the Incentiveholder; and
	D = the exercise price.
Appointment of	The Board may at any time:
trustee	 appoint a trustee on any terms and conditions to do all such things and perform
	all such functions to operate and administer the Plan, including to acquire and
	hold Shares on behalf of Incentiveholders, for transfer to future
	Incentiveholders or otherwise for the purposes of the Plan; and
	 establish a trust for the above purpose.
Clawback	If the Board becomes aware of a material misstatement in the Company’s financial
	statements or some other event has occurred which, as a result, means that the
	relevant Vesting Conditions (if any) to an Incentive which has vested were not, or
	should not have been determined to have been satisfied, then the Board may:
	 by written notice to the Incentiveholder cancel the relevant Options or
	Performance Rights for no consideration or determine that the relevant Shares
	are forfeited;
	 by written notice to the Incentiveholder require that the Incentiveholder pay to
	the Company the after tax value of the relevant Incentives, with such payment
	to be made within 30 Business Days of receipt of such notice; or
	 adjust fixed remuneration, incentives or participation in the Plan of a relevant
	Incentiveholder in the current year or any future year to take account of the
	after tax value of the relevant Incentives.
	Additionally, the Board has the right to deem that any unexercised incentives lapse
	or are forfeited, adjust current or future performance-based remuneration and take
	such other steps it considers appropriate (such as requiring repayment of appropriate
	amounts by the employee) in certain instances of employee malfeasance.
Adjustments	If there is a reorganisation of the issued share capital of the Company (including a
	consolidation, sub-division or reduction of capital or return of capital to Shareholders),
	then the rights of the Incentiveholder will be adjusted in a manner required by the
	Listing Rules and the general principle that an Incentiveholder is not to be materially
	disadvantaged as a result of such a corporate action.
Amendments to the	Subject to the Listing Rules, the Board may amend (including the power to revoke,
Plan	add to or vary) all or any provisions of the Rules in the Plan or the terms or conditions
	of any Incentives granted under the Plan (including Vesting Conditions). However,
	rights or entitlements in respect of any Incentive granted before the date of
	amendment will not be reduced or adversely affected unless prior written approval
	from the affected Incentiveholder(s) is obtained (unless the amendments are for the
	purposes of complying with legislation, to correct any manifest error or mistake, or are
	introduced to take into consideration possible adverse tax implications in respect of
	the Plan).

Annexure B – Summary of Terms of STIPRs

The terms of the STIPRs proposed to be granted to Mr Jim Beyer (or his nominee(s)) are set out below (and are otherwise governed by the terms of the Plan:

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Performance period: 30 June 2023 to 30 June 2024.

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Issue Price: Nil

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Vesting Date: 1 July 2024 subject to the Vesting Condition being satisfied. Vested STIPRs are automatically exercised and convert into Shares. Any unvested STIPRs lapse on the Expiry Date.

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Number of STIPRs: 80,279

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Entitlement: Each STIPR entitles the holder to one Share (or cash equivalent at the Board’s election).

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Exercise price: Nil.

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Expiry date: 5 November 2024.

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Transferability: The STIPRs are not transferable (and consequently, will not be quoted on ASX or any other exchange).

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Rights: The STIPRs do not:
(i) carry any voting rights in the Company, except as required by law;
(ii) entitle the holder to any dividends;
(iii) confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise;
(iv) confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company; or
(v) confer the right to participate in new issues of securities such as bonus issues or entitlement issues,

unless and until the applicable performance milestone is achieved and the STIPRs are converted into Shares.

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Vesting Condition: The STIPRs will automatically vest on 1 July 2024 subject only to Mr Beyer having remained an employee of the Company until that time unless the Board determines otherwise.

Annexure C – Summary of Terms of LTIPRs

The terms of the LTIPRs proposed to be granted to Mr Jim Beyer (or his nominee(s)) are set out below (and are otherwise governed by the terms of the Plan:

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Performance period: 30 June 2023 to 30 June 2026.

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Issue Price: Nil

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Vesting Date: When the Board determines whether the Vesting Conditions have been met after the performance period. Vested LTIPRs may be exercised into Shares any time up to the Expiry Date below. Any unvested LTIPRs lapse on the Vesting Date.

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Number of LTIPRs: up to 535,059

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Entitlement: Each LTIPR entitles the holder to one Share.

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Exercise price: Nil.

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Expiry date: 2 November 2026. Any vested LTIPRs not exercised lapse on the Expiry Date.

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Transferability: The LTIPRs are not transferable (and consequently, will not be quoted on ASX or any other exchange).

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Rights: The LTIPRs do not:
(i) carry any voting rights in the Company, except as required by law;
(ii) entitle the holder to any dividends;
(iii) confer any right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise;
(iv) confer any right to participate in the surplus profits or assets of the Company upon winding up of the Company; or
(v) confer the right to participate in new issues of securities such as bonus issues or entitlement issues,

unless and until the applicable performance milestone is achieved and the LTIPRs are converted into Shares.

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Vesting Conditions: The performance (ie, vesting) conditions that the Board has determined will apply to the LTIPRs are summarised below:

Vesting Condition	Weighting
The Company’s relative total shareholder return (RTSR) measured against the RTSRs of 12 comparator gold mining companies (RTSR Performance Rights)	50% of the LTIPRs
The Company’s life of mine reserves growth in excess of depletion (LOM Reserves Growth Performance Rights)	25% of the LTIPRs
Production growth targets as determined by the Board (Production Performance Rights)	25% of the LTIPRs

RTSR Performance Rights Condition (50% weighting)

The RTSR Performance Rights will vest depending on how the Company’s RTSR during the three-year performance period compares to the RTSRs of the 14 comparator gold mining companies ( Comparator Group ).[1] The RTSR for the Company and each company in the Comparator Group will be calculated as the percentage by which the 30-day VWAP of that company’s shares at the close of trade on 30 June 2026 (plus the value of any dividends paid during the performance period) has moved compared with that company’s 30-day VWAP of shares at the close of trade on 30 June 2023. The Company’s 30-day VWAP at close of trade on 30 June 2023 was $1.98 ( 2023 VWAP ). The proportion of RTSR Performance Rights that will vest will be based on where the Company’s RTSR ranks within the RTSRs of the Comparator Group companies as follows:

Level of performance achieved	Company’s RTSR Performance	% of RTSR Performance Rights vesting
Threshold	50thpercentile	50%
Target	Between 50thpercentile and 75thpercentile	Straight-line pro-rata between 50% and 100%

LOM Reserves Growth Performance Rights Condition (25% weighting)

The LOM Reserves Growth Performance Rights will vest depending on the Company’s growth in total Proved and Probable Ore Reserves net of depletion ( Ore Reserves ) over the three-year performance period, taking into account depletion through mining and calculated as the percentage that the Company’s Ore Reserves as at 30 June 2026 ( 2026 Reserves ) represents of the Company’s Ore Reserves as at 30 June 2023 ( 2023 Reserves ), as follows:

1 The Comparator Group is comprised of the following: Evolution Mining Limited, Northern Star Resources Limited, Perseus Mining Limited, Capricorn Metals Limited, Silver Lake Resources Limited, Gold Road Resources Limited, Ramelius Resources Limited, West African Resources Limited, Westgold Resources Limited, Alkane Resources Limited, Red 5 Limited, Emerald Resources NL, Resolute Mining Ltd and Genesis Minerals Ltd. The Board has may adjust the Comparator Group to take into account events including, but not limited to, takeovers, mergers, demergers or changes in business that might affect the above companies during the relevant performance period.

Level of performance achieved	Company’s 2026 Reserves	% of LOM Reserves Growth Performance Rights vesting
Threshold	Nil additions to 2023 Reserves	0%
Target	As new reserves are added from nil to 120% of depletion compared to 2023 Reserves	Straight-line pro-rata between 0% and 100%

Growth in reserves can arise from M&A activity.

Production Performance Rights (25% weighting)

The Production Performance Rights will vest if the annualised gold production as at 30 June 2026 testing date (referencing the then Board approved budget gold production for FY27) exceeds the current approved Regis LOM Base Case Plan by 10 ‐ 20%. This will result in a ‐ ‐ straight line pro rata between zero and 100% of the production performance rights vesting with 10% exceedance of the Regis LOM Base Case Plan receiving zero and 20% or more exceedance receiving 100% of the Production Performance Rights.

Other

In addition, an overarching review by the Board of Mr Jim Beyer’s performance against agreed performance measures and a review of qualitative factors around the Company’s performance and the macro economic environment will determine the percentage (between 0% - 100%) of LTIPRs that have been granted that are capable of vesting, subject further to the level of achievement against each Vesting Condition.

Annexure D – Proportional takeover provisions

The text of the proportional takeover provisions in the Constitution is as follows:

7. Proportional takeovers

7.1 Definitions

In this rule 7 :

(a) Approving Resolution means a resolution of Eligible Shareholders approving a Proportional Takeover.
(b) Deadline means the day which is the 14th day before the last day of the bid period for a Proportional Takeover.
(c) Proportional Takeover means offers for securities made under a proportional takeover bid within the meaning of the Corporations Act.
(d) Eligible Shareholder means a person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under a Proportional Takeover was made, held securities in the class of securities to which the Proportional Takeover relates.

7.2 Transfer not to be registered

The registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under a Proportional Takeover is prohibited unless and until an Approving Resolution is passed (or is taken to have been passed) in accordance with this Constitution.

7.3 Approving Resolution

(a) Where offers have been made under a Proportional Takeover, the directors must, before the Deadline, convene a meeting of the Eligible Shareholders to vote on the Approving Resolution for the purpose of considering and, if thought fit, passing a resolution to approve the Proportional Takeover.
(b) The provisions of this Constitution relating to general meetings apply, with such modification as is necessary, to a meeting convened under this rule 7.3 as if that meeting were a general meeting.
(c) Any vote cast on an Approving Resolution by the bidder or any of its associates will be disregarded.
(d) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.
(e) If an Approving Resolution is voted on in accordance with this rule 7.3 before the Deadline, a director or a secretary must, on or before the Deadline, give the bidder and the ASX (if required) notice stating that an Approving Resolution has been voted on and whether it was passed or rejected.

(f) If no Approving Resolution has been voted on in accordance with this rule as at the end of the day before the Deadline, an Approving Resolution is taken, for the purposes of this rule 7 , to have been passed in accordance with those provisions.

7.4 Cessation of effect

Rules 7.1 to 7.3 cease to have effect at the end of three years after:

(a) where those rules have not been renewed since their adoption, the date on which those rules were adopted by the Company; or
(b) if those rules have been renewed since their adoption, the date on which they were last renewed.

ABN 28 009 174 761

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AWST) on Tuesday, 21 November 2023.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

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Control Number: 183028

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

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

Samples/000002/000003

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

Proxy Form

Please mark to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Regis Resources Limited hereby appoint

the Chairman OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Regis Resources Limited to be held at Perth Convention and Exhibition Centre, Level 2, River View Room 4, 21 Mounts Bay Road, Perth, WA 6000 on Thursday, 23 November 2023 at 11:00am (AWST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 5 and 6 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 5 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 5 and 6 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	Non-binding Resolution to adopt Remuneration Report
Resolution	2	Re-election of Mrs Lynda Burnett as a Director
Resolution	3	Re-election of Mr James Mactier as a Director
Resolution	4	Re-election of Mr Paul Arndt as a Director
Resolution	5	Grant of Short Term Incentive Performance Rights to Mr Jim Beyer (or his nominee(s))
Resolution	6	Grant of Long Term Incentive Performance Rights to Mr Jim Beyer (or his nominee (s))
Resolution	7	Renewal of provisional takeover provisions of the Constitution

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.

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Step 3 Signature of Securityholder(s)
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This section must be completed.

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

REGIS RESOURCES LIMITED — AGM Information 2023

65733_rns_2023-10-23_f6121176-1760-4db8-9762-21cba486f230.pdf

REGIS RESOURCES LIMITED - ANNUAL GENERAL MEETING NOTICE AND PROXY FORM

Notice of Meeting

Hybrid Meeting

Proxy voting

Questions for the Meeting

Communication with Shareholders

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

Time of Meeting

Place of Meeting

Virtual Online Platform via computer using URL https://meetnow.global/MFQMDUA

A Proxy Form is enclosed or has otherwise been provided to you

REGIS RESOURCES LIMITED ABN 28 009 174 761

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF RIGHTS OF SHAREHOLDERS IN CONNECTION WITH CERTAIN DOCUMENTS

AGENDA

Financial Reports

1 Resolution 1 – Non-Binding Resolution to adopt Remuneration Report

2 Resolution 2 – Re-election of Mrs Lynda Burnett as a Director

3 Resolution 3 – Re-election of Mr James Mactier as a Director

4 Resolution 4 –Re-election of Mr Paul Arndt as a Director

5 Resolution 5 – Grant of Short Term Incentive Performance Rights to Mr Jim Beyer (or his nominee(s))

6 Resolution 6– Grant of Long Term Incentive Performance Rights to Mr Jim Beyer (or his nominee(s))

7 Resolution 7– Renewal of provisional takeover provisions of the Constitution

OTHER BUSINESS

By order of the Board

How to vote

Attending and voting in person (or by attorney)

Attending and voting online

https://meetnow.global/MFQMDUA

https://meetnow.global/MFQMDUA

Questions at the meeting

Voting by a Corporation

Voting by proxy

Shareholders who are entitled to vote

REGIS RESOURCES LIMITED ABN 28 009 174 761

EXPLANATORY MEMORANDUM

Financial Reports

1 Resolution 1 – Non-Binding Resolution to adopt Remuneration Report

Voting

2 Resolution 2 – Re-election of Mrs Lynda Burnett as a Director

2.1 Qualifications

2.2 Other material directorships

2.3 Independence

2.4 Board recommendation

3 Resolution 3 – Re-election of Mr James Mactier as a Director

3.1 Qualifications

3.2 Other material directorships

3.3 Independence

3.4 Board recommendation

4 Resolution 4 – Re-election of Mr Paul Arndt as a Director

4.1 Qualifications

4.2 Other material directorships

4.3 Independence

4.4 Board recommendation

5 Resolutions 5 and 6 – Grant of Short Term Incentive Performance Rights and Long Term Incentive Performance Rights to Mr Jim Beyer (or his nominee(s))

5.1 Issue of STIPRs

5.2 Issue of LTIPRs

5.3 Related Party Transactions Generally

5.4 Mr Beyer’s total remuneration package

5.5 Directors’ recommendation

5.6 Information Requirements – Listing Rules 10.14 and 10.15

5.7 Voting

6 Renewal of proportional takeover provisions of the Constitution

6.1 Background

6.2 Section 648G of the Corporations Act

(a) Operation of the proportional takeover provisions

(b) Current acquisition proposals

(c) Advantages of proportional takeover provisions to Shareholders

(d) Disadvantages of the proportional takeover provisions to Shareholders

(e) Advantages and disadvantages of the proportional takeover provisions for the Directors

(f) Reasons for proposing the Resolution

GLOSSARY

Annexure A – Summary of the Incentive Plan

Annexure B – Summary of Terms of STIPRs

Annexure C – Summary of Terms of LTIPRs

RTSR Performance Rights Condition (50% weighting)

REGIS RESOURCES LIMITED AGM Information 2023