REGIS RESOURCES LIMITED - AGM Information 2024

22 October 2024

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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 21 November 2024 at The Vibe Hotel, Subiaco Room, 9 Alvan St, Subiaco, 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 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/MN4NA4Q. 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) The Vibe Hotel, Subiaco Room, 9 Alvan St, Subiaco, 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: 184134, 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, 19 November 2024 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 (AWST) on Tuesday, 19 November 2024. 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.

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.investorcentre.com.

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

Thursday, 21 November 2024

Time of Meeting

11:00am (AWST)

Place of Meeting

The Vibe Hotel, Subiaco Room 9 Alvan St Subiaco, Western Australia

and

Virtual Online Platform via computer using URL https://meetnow.global/MN4NA4Q

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 The Vibe Hotel, Subiaco Room, 9 Alvan St, Subiaco, Western Australia and online via computer using https://meetnow.global/MN4NA4Q on Thursday, 21 November 2024 at 11:00am (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

In line with legislative changes to the Corporations Act the Company will no longer be sending physical meeting documents unless you request a copy to be posted.

The Company encourages all Shareholders to provide an email address so we can communicate with you 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 sign up to receive your shareholder communications via email, please update your details at www.investorcentre.com.

If you are a Shareholder and would like a physical copy of a communication, need further information about the options available to you or have questions about your holding contact the registry, Computershare Investor Services Pty Limited:

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 2024, 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 2024 as set out in the 2024 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 Mr Steve Scudamore as a Director

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

"That Mr Steve Scudamore, 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 – 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 112,520 Short Term Incentive Performance Rights for no cash consideration, each with a nil exercise price and an expiry date of 5 November 2025, 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 (including Annexures A and B to the Explanatory Memorandum).”

*Voting exclusion statement:*The Company will disregard any votes cast in favour of the Resolution by or on behalf of:	*Voting exclusion statement:*The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a)	Mr Jim Beyer (or his nominee(s)) and other persons referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who are
	eligible to participate in the employee incentive scheme in question; 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.

4 Resolution 4 – 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 and for all other purposes, Shareholders approve the grant of up to 586,752 Long Term Incentive Performance Rights for no cash consideration, each with a nil exercise price and an expiry date of 2 November 2027, 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 (including Annexures A and C to the Explanatory Memorandum).”

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

(a) Mr Jim Beyer (or his nominee(s)) and other persons referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who are eligible to participate in the employee incentive scheme in question; 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.

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

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

5 Resolution 5- Approval of increase in Non-Executive Directors’ Fees

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

“That, for the purposes of Listing Rule 10.17, Rule 12.9(a)(ii) of the Constitution and for all other purposes, Shareholders approve an increase in the maximum total fees payable to nonexecutive Directors by $250,000, from $950,000 per annum to $1,200,000 per annum, on the terms and conditions set out in the Explanatory Statement.”

Voting exclusion statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: (a) a Director of the Company (or, in the case of a trust, a director of the responsible entity of the trust); 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; (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 he 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.

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: 22 October 2024

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/MN4NA4Q

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/MN4NA4Q

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

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

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 5:00pm (AWST) Tuesday, 19 November 2024. 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

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 Resolutions 1, 3, 4 and 5 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.

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 11:00am (AWST) on Tuesday, 19 November 2024. 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 Tuesday, 19 November 2024.

To be effective, proxies must be received by 11:00am (AWST) on Tuesday, 19 November 2024. 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 to:
- Share Registry: Computershare Investor Services Pty Limited, 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 Shareholders may access this facility and

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 2024, 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

1.1 Background

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 2024 Annual Report be adopted. The Remuneration Report is set out in the Company’s 2024 Annual Report and is also available on the Company’s website (www.regisresources.com).

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 2023 did not receive a vote of more than 25% against its adoption at the Company’s last general meeting held on 23 November 2023. 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.

1.2 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 Mr Steve Scudamore as a Director

Pursuant to Rule 12.7(a) of the Constitution, Mr Steve Scudamore, being a Director, retires by way of rotation and, being eligible, offers himself 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, Mr Scudamore will be re-elected and will continue to act as a Director. If Resolution 2 is not passed, Mr Scudamore will not be re-elected and will cease to act as a Director.

2.1 Qualifications

Mr Scudamore is a respected Chartered Accountant with significant ASX listed Board experience. He was a partner with KPMG for 28 years until his retirement in 2012, specialising in energy and natural resources. He held senior roles in Australia, UK and PNG including National Managing Partner for Valuations, Head of Corporate Finance WA and Chairman of Partners WA.

Mr Scudamore holds a Masters of Arts (History and Economics) from Oxford University, is a Fellow of the Institutes of Chartered Accountants Australia, England and Wales, is a Fellow of the Institute of Company Directors and a Senior Fellow of the Financial Services Institute of Australia.

2.2 Other material directorships

Mr Scudamore is currently a non-executive director of ASX listed companies Pilbara Minerals Limited and Australis Oil and Gas Limited as well as various not-for-profit and community organisations.

2.3 Independence

Mr Scudamore has been a Director since 13 May 2019 with his re-election last approved by Shareholders at the Company’s 2021 annual general meeting. He currently serves as Chair of the Audit Committee and Chair of the Remuneration, Nomination and Diversity Committee.

The Board considers that Mr Scudamore, if re-elected, will be classified as an independent director.

2.4 Board recommendation

Based on Mr Scudamore’s relevant experience and qualifications, in particular Mr Scudamore’s experience in accounting and finance, and extensive board experience, the members of the Board, in the absence of Mr Scudamore, support the re-election of Mr Scudamore as a Director of the Company.

3 Resolutions 3 and 4 – Grant of Short Term Incentive Performance Rights and Long Term Incentive Performance Rights to Mr Jim Beyer (or his nominee(s))

Resolutions 3 and 4 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 2025 ( STIPRs ) (in the case of Resolution 3) and long term incentives in the form of Performance Rights with a nil exercise price and expiry date of 2 November 2027 ( LTIPRs ) (in the case of Resolution 4) 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.

3.1 Issue of STIPRs

Pursuant to Resolution 3, the Company proposes to grant a total of up to 112,520 STIPRs to Mr Jim Beyer (or his nominee(s)) under the Plan for no cash consideration, with each STIPR having a nil exercise price and an expiry date of 5 November 2025. The STIPRs will automatically vest on 1 July 2025 subject only to Mr Jim 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 Jim Beyer’s short term incentive award for the year ended 30 June 2024 was $395,808. 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 3, 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 3, the issue will not proceed. The Board will provide a cash payment to Mr Jim Beyer if this Resolution is not approved.

3.2 Issue of LTIPRs

Similarly, pursuant to Resolution 4, the Company proposes to grant up to 586,752 LTIPRs to Mr Jim 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 2027.

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 2027. 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 4, 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 4, the issue will not proceed. The Board may need to consider alternative remuneration arrangements which may include cash payment.

3.3 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 Jim Beyer is a related party of the Company.

In relation to Resolutions 3 and 4, 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 Jim 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 Jim 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 Jim 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.

3.4 Mr Jim 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 3 and 4, is $2,459,808 calculated as follows:

		Value of Incentives	Total financial benefit
Component	Cash	($ value based on 5 day VWAP
		1July 2024 $1.7588)
Total Fixed Remuneration	$1,032,000	-	$1,032,000
(TFR)
STI Award 2024	$197,904	$197,904	$395,808
Max Potential LTI Award	-	$1,032,000	$1,032,000
TOTAL	$1,229,904	$1,229,904	$2,459,808

3.5 Directors’ recommendation

The Directors (other than Mr Jim Beyer), who have no interest in the outcome of Resolutions 3 and 4, recommend that Shareholders vote in favour of Resolutions 3 and 4. Mr Jim Beyer declines to make a recommendation about the Resolutions as he has a material personal interest in the outcome of Resolutions 3 and 4 as they relate to the proposed grant of STIPRs and LTIPRs to him (or his nominee(s)). The Board (in the absence of Mr Jim 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 3 and 4.

3.6 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 Jim Beyer (or his nominee(s)) pursuant to Resolutions 3 and 4 falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.

If both Resolutions 3 and 4 are passed, the Company will grant the STIPRs and LTIPRs to Mr Jim Beyer (or his nominee(s)) as noted above.

If Resolution 3 is not passed, the Company will not grant the relevant STIPRs to Mr Jim Beyer (or his nominee(s)) and the Board will provide a cash payment to Mr Jim Beyer.

If Resolution 4 is not passed, the Company will not grant the LTIPRs to Mr Jim Beyer (or his nominee(s)) and may need to consider alternative remuneration arrangements, which may include cash payment.

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 3) and the LTIPRs (in the case of Resolution 4) will be granted to Mr Jim 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 112,520 STIPRs and up to 586,752 LTIPRs will be granted to Mr Jim Beyer (or his nominee(s));

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Mr Jim Beyer is a Director of the Company and the issue of STIPRs and LTIPRs the subject of Resolutions 3 and 4 respectively is intended to remunerate or incentivise Mr Jim Beyer, whose current total remuneration package is set out above in paragraph 3.4;

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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
FY 2023-24	615,338	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.

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the Company has chosen to issue securities in the form of the STIPRs (in the case of Resolution 3) and LTIPRs (in the case of Resolution 4) to attract and ensure continuity of service of Mr 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 3.3(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 3) and LTIPRs (in the case of Resolution 4), being $197,904 and $1,032,000 respectively, is based on the 5 day VWAP from 1 July 2024 of $1.7588 (as set out in paragraph 3.4 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 3 and 4 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 3 and 4 as set out in the Notice of Meeting.

3.7 Voting

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on Resolutions 3 and 4.

4 Resolution 5– Approval of increase in Non-Executive Directors’ Fees

4.1 Background

In accordance with Listing Rule 10.17 and Rule 12.9(a)(ii) of the Constitution, the Company must not increase the total amount of fees payable to non-executive Directors without Shareholder approval. Resolution 5 seeks Shareholder approval to increase the aggregate amount of fees available to be paid to non-executive Directors from $950,000 per annum to an aggregate amount of $1,200,000 per annum, inclusive of super.

The Board considers that it is reasonable and appropriate at this time to seek an increase in the remuneration pool for non-executive Directors for the following reasons:

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to appoint additional non-executive Directors to the Board as appropriate, including to manage succession planning;

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non-executive Directors fees may need to be increased in the future to retain Directors with the skills and experience appropriate for the Company’s business;

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to ensure that the non-executive Directors’ remuneration levels are commensurate with market rates to attract new non-executive Directors of a calibre required to effectively guide and monitor the business of the Company; and

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to remunerate non-executive Directors appropriately for the expectations placed upon them by both the Company and the regulatory environment in which it operates.

The maximum aggregate fees available to be paid to non-executive Directors was last increased in 2019. The number of non-executive Directors has increased from 4 to 5 in the same period.

If Resolution 5 is approved, it does not mean that the Company must utilise the entire maximum sum of $1,200,000 approved for non-executive Directors’ fees in each year. However, the Board considers that it is reasonable and appropriate to establish this amount as this will provide the Company with the flexibility to attract appropriately qualified non-executive Directors, ensure their remuneration levels are commensurate with market rates and to act quickly if the circumstances require it.

If Resolution 5 is not passed, the Company will not be permitted to pay fees to its non-executive Directors which exceed the aggregate amount of directors’ fees already approved by Shareholders as set out in this Notice (that is, $950,000 per annum).

The remuneration of each Director for the year ended 30 June 2024 is detailed in the Remuneration Report in the Company’s Annual Report.

4.2 Information required under Listing Rule 10.17

The Company provides the following information as required under Listing Rule 10.17:

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the amount of the proposed increase is $250,000 per annum;

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the maximum aggregate amount of non-executive Directors’ fees if this Resolution is passed will be $1,200,000 per annum; and

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no Equity Securities have been issued to any non-executive Director under Listing Rule 10.11 or 10.14 at any time within the last three years.
A voting exclusion statement is included in the Notice of Meeting for Resolution 5.

GLOSSARY

$ means Australian dollars.

2024 Reserves has the meaning set out on page 23.

2027 Reserves has the meaning set out on page 23.

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 2024.

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 2024.

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 23.

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 2024.

Eligible Participants has the meaning set out on page 17.

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 17.

Incentiveholder has the meaning set out on page 17.

Listing Rules means the ASX Listing Rules.

LOM Reserves Growth Performance Rights has the meaning set out on page 23.

LTIPRs or Long Term Incentive Performance Rights has the meaning set out on page 23.

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 23.

Performance Period has the meaning set out on page 21 and 22.

Performance Right means a performance right to acquire a Share.

Plan has the meaning set out on page 17.

Production Performance Rights has the meaning set out on page 24.

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 2024.

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 23.

RTSR Performance Rights has the meaning set out on page 23.

Rule means a rule of the Constitution.

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 8. Spill Resolution has the meaning set out on page 8.

STIPRs or Short Term Incentive Performance Rights has the meaning set out 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 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 (defined below)
	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,
	(each, anIncentive).
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;

Term	Description
	(ii)	details of Vesting Conditions (if any) attaching to the Options or
		Performance Rights;
	(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.

Term	Description
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.
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:

Term	Description
	A = the number of Shares (rounded down to the nearest whole number) to be issued
	to the Incentiveholder;
	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 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 2024 to 30 June 2025.

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Issue Price: Nil

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Vesting Date: 1 July 2025 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: up to 112,520

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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 2025.

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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 2025 subject only to Mr Jim 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 2024 to 30 June 2027.

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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 end of 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 586,752

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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 2027. Any vested LTIPRs not exercised will lapse on the Expiry Date. 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 2027 (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 2024. The Company’s 30-day VWAP at close of trade on 30 June 2024 was $1.87 ( 2024 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 2027 ( 2027 Reserves ) represents of the Company’s Ore Reserves as at 30 June 2024 ( 2024 Reserves ), as follows:

1 The Comparator Group is comprised of the following: Bellevue Ltd, Capricorn Metals Ltd, Emerald Resources NL, Evolution Mining Ltd, Genesis Minerals Ltd, Gold Road Resources Ltd, Ora Banda Mining Ltd, Perseus Mining Ltd, Ramelius Resources Ltd, Red 5 Ltd, Resolute Mining Ltd, West African Resources Ltd, Westgold Resources 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 2027 Reserves	% of LOM Reserves Growth Performance Rights vesting
Threshold	Nil additions to 2024 Reserves	0%
Target	As new reserves are added from nil to 100% of depletion compared to 2024 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 2027 testing date (referencing the then Board approved budget gold production for FY28) exceeds the current approved Regis LOM Base Case Plan by 0 ‐ 20%. This will result in a ‐ ‐ straight line pro rata between zero and 100% of the production performance rights vesting with 0% 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 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.

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

RRLRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AWST) on Tuesday, 19 November 2024.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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: 999999

PIN: 99999

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/000002/000002

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

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



I ND

Proxy Form

Please mark to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Regis Resources Limited hereby appoint the Chairman PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting 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 The Vibe Hotel, Subiaco Room, 9 Alvan St, Subiaco, WA 6008 and as a virtual meeting on Thursday, 21 November 2024 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, 3, 4 and 5 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 3, 4 and 5 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 3, 4 and 5 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 Mr Steve Scudamore as a Director
Resolution	3	Grant of Short Term Incentive Performance Rights to Mr Jim Beyer (or his nominee(s))
Resolution	4	Grant of Long Term Incentive Performance Rights to Mr Jim Beyer (or his nominee(s))
Resolution	5	Approval of increase in Non-Executive Directors’ Fees

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

REGIS RESOURCES LIMITED — AGM Information 2024

65733_rns_2024-10-21_525f1085-cf81-4b33-b63c-bbee43b88f4b.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/MN4NA4Q

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 Mr Steve Scudamore as a Director

3 Resolution 3 – Grant of Short Term Incentive Performance Rights to Mr Jim Beyer (or his nominee(s))

4 Resolution 4 – Grant of Long Term Incentive Performance Rights to Mr Jim Beyer (or his nominee(s))

5 Resolution 5- Approval of increase in Non-Executive Directors’ Fees

OTHER BUSINESS

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

By order of the Board

How to vote

Attending and voting in person (or by attorney)

Attending and voting online

https://meetnow.global/MN4NA4Q

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

1.1 Background

1.2 Voting

2 Resolution 2 – Re-election of Mr Steve Scudamore as a Director

2.1 Qualifications

2.2 Other material directorships

2.3 Independence

2.4 Board recommendation

3 Resolutions 3 and 4 – Grant of Short Term Incentive Performance Rights and Long Term Incentive Performance Rights to Mr Jim Beyer (or his nominee(s))

3.1 Issue of STIPRs

3.2 Issue of LTIPRs

3.3 Related Party Transactions Generally

3.4 Mr Jim Beyer’s total remuneration package

3.5 Directors’ recommendation

3.6 Information Requirements – Listing Rules 10.14 and 10.15

3.7 Voting

4 Resolution 5– Approval of increase in Non-Executive Directors’ Fees

4.1 Background

4.2 Information required under Listing Rule 10.17

GLOSSARY

Annexure A – Summary of the Plan

Annexure B – Summary of Terms of STIPRs

Annexure C – Summary of Terms of LTIPRs

Issue Price: Nil

RTSR Performance Rights Condition (50% weighting)

LOM Reserves Growth Performance Rights Condition (25% weighting)

Production Performance Rights (25% weighting)

Other

Need assistance?

Phone:

Online:

YOUR VOTE IS IMPORTANT

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

Online:

APPOINTMENT OF PROXY

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

By Mail:

REGIS RESOURCES LIMITED AGM Information 2024