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SANDFIRE RESOURCES LIMITED AGM Information 2023

Nov 28, 2023

65773_rns_2023-11-28_09e440ff-8320-4f67-a9e7-f45966b8fb47.pdf

AGM Information

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2023 Annual General Meeting

29 November 2023

Important Information and Disclaimer

This presentation has been prepared by Sandfire Resources Ltd ( Sandfire or the Company ) and contains information about Sandfire current at the date of this presentation. The presentation is in summary form, has not been independently verified and does not purport to be all inclusive or complete. The Company is not responsible for providing updated information and assumes no responsibility to do so. Recipients should conduct their own investigations and perform their own analysis in order to satisfy themselves as to the accuracy and completeness of the information, statements and opinions contained in this presentation.

This presentation is for information purposes only. Neither this presentation nor the information contained in it constitutes an offer, invitation, solicitation or recommendation in relation to the purchase or sale of shares in any jurisdiction and may not be distributed in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction. Recipients should inform themselves of the restrictions that apply in their own jurisdiction. A failure to do so may result in a violation of securities laws in such jurisdiction.

This presentation does not constitute investment advice and has been prepared without taking into account the recipient's investment objectives, financial circumstances or particular needs and the opinions and recommendations in this presentation are not intended to represent recommendations of particular investments to particular persons. Recipients should seek professional advice when deciding if an investment is appropriate. All securities transactions involve risks, which include (among others) the risk of adverse or unanticipated market, financial or political developments.

To the fullest extent permitted by law, Sandfire, its related bodies corporate, and each of their officers, employees, agents and advisers expressly disclaim, to the maximum extent permitted by law, all liabilities (however caused, including negligence) in respect of, make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of any information, statements, opinions, estimates, forecasts or other representations contained in this presentation. No responsibility for any errors or omissions from this presentation arising out of negligence or otherwise is accepted.

Key assumptions

The following assumptions apply to information in this presentation unless otherwise stated.

Currency: unless otherwise stated, all figures are in USD.

Figures, amounts, percentages, estimates, calculations of value and other factors used in this presentation are subject to the effect of rounding.

All copper equivalent (CuEq) production figures and guidance for costs, including Underlying mine operating costs and implied C1 unit costs are a function of specific prices which are calculated based on JUN23 average market prices in USD. Actual cost outcomes are a function of realised prices and exchange rates during the period. Source: WM/Reuters; Assumptions: Cu US$8,386/t, Zn US$2,368/t, Pb US$2,118/t, Ag US$23/oz. Guidance Payable Metal is based on current commercial terms.

Forward-Looking Statements

This presentation may include forward-looking statements regarding Sandfire’s Mineral Resources and Reserves, exploration and project development, operations, production rates, life of mine, projected cash flow, capital expenditure, operating costs and other economic performance and financial condition as well as general market outlook. Although Sandfire believes that the expectations reflected in such forward-looking statements are reasonable, such expectations are only predictions and are subject to inherent risks and uncertainties which could cause actual values, results, performance or achievements to differ materially from those expressed, implied or projected in any forward-looking statements and no assurance can be given that such expectations will prove to have been correct.

Certain statistical and other information included in this presentation is sourced from publicly available third-party sources and has not been independently verified.

This presentation includes operating and financial information and should be read in conjunction with the Company’s ASX announcements including the FY2023 Annual Report and Full Year Financial Report released on 31 August 2023.

Accordingly, results could differ materially from those set out in the forward-looking statements as a result of, among other factors, changes in economic and market conditions, delays or changes in project development, success of business and operating initiatives, changes in the regulatory environment and other government actions, fluctuations in metals prices and exchange rates and business and operational risk management.

This presentation is authorised for market release by Sandfire’s CEO and Managing Director, Mr Brendan Harris.

Except for statutory liability which cannot be excluded, each of Sandfire, its officers, employees and advisors expressly disclaim any responsibility for the accuracy or completeness of the material contained in these forward-looking statements and excludes all liability whatsoever (including in negligence) for any loss or damage which may be suffered by any person as a consequence of any information in forward-looking statements or any error or omission. Sandfire undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after today's date or to reflect the occurrence of unanticipated events other than required by the Corporations Act and ASX Listing Rules. Accordingly, you should not place undue reliance on any forward-looking statement.

Sandfire Annual General Meeting | 2

Acknowledgement of Country

Sandfire acknowledges the Traditional Custodians of the land on which we meet today, the Whadjuk People of the Nyoongar nation. We pay our respects to their Elders past, present and emerging.

We acknowledge the Indigenous, Traditional and Tribal Peoples of the lands, waters, and territories on which we conduct our business.

We acknowledge their rich culture and connections to land, water, and territories. We pay our respects to their culture and people, their Elders, and leaders past, present and emerging.

Sandfire Annual General Meeting | 3

John Richards Chair’s Address

Sandfire Annual General Meeting | 4

Board

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John Richards Chair

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Robert Edwards Brendan Harris Paul Harvey Sally Langer Sally Martin Jenn Morris Independent Chief Executive Independent Independent Independent Independent Non-Executive Officer and Non-Executive Non-Executive Non-Executive Non-Executive Director Managing Director Director Director Director Director

Sandfire Annual General Meeting | 5

Delivering safe, consistent and predictable performance FY23

Employees

TRIF

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TRIF 1.6 1,334
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Wages and Salaries

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$99.3M
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Underlying Revenue

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$797M

Production

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132kt CuEq[1]

Underlying EBITDA

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$259M

Sandfire Annual General Meeting |

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Brendan Harris
Chief Executive Officer
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Sandfire Annual General Meeting | 7

Our Values

Our Purpose

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We mine copper sustainably to energise the future

Honesty Our Strategic Pillars

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Accountability Deliver safe, consistent Reduce our Increase and predictable carbon intensity our reserves performance Respect

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Demonstrate capital discipline

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Performance

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Collaboration

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Our ESG framework permeates everything we do and every decision we make

Our operating model and way of working

The Sandfire Way Empower our people and define clear lines of accountability Fit for purpose & simple by design Scalable for the future Decisions are made where the work is done

Sandfire Annual General Meeting | 8

Executive leadership team

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Brendan Harris Chief Executive Officer

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Cath Bozanich Scott Browne Jason Grace Richard Holmes Megan Jansen Victoria Twiss
Chief Chief Chief Chief Chief Chief
Sustainability People Operating Development Financial Legal
Officer Officer Officer Officer Officer Officer
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Sandfire Annual General Meeting | 9

A safe business is a productive business

Group TRIF

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58% reduction 1.6

Principal Hazard Program

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Focus on fatality risks

Don’t Walk Past

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Living our ‘Don’t Walk Past’ philosophy

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Our ESG framework Permeates everything we do and every decision we make

Board

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Female 40%

Executive

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40%[Female]

Environmental incidents

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Reportable environmental incidents 0

Biodiversity target

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Net gain in biodiversity values

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Sandfire Annual General Meeting | 11

Reducing our carbon emissions Our pathway to Net Zero

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Key
Sustainable energy
efficiency
Renewable Electricity
HV, LV, Mine Fleet
Electrification
Alternate fuels
& technology
Offsets
Key assumptions : MATSA PPA remains in
place. Motheo solar regulatory approval.
Extension of mine plans at MATSA and
Motheo beyond 2035 at peak production
rate. Viability of technology (Solar
expansion, BESS, electric mine fleet and
light vehicles).
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Sandfire Annual General Meeting | 12

Group metal production by value

FY23 Financial Results

Underlying Group sales revenue

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$797M

Underlying Group EBITDA

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$259M

Underlying earnings / (loss)

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($45M)

Net Debt

$430M[1]

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21% 70% Copper Zinc Lead Gold Silver

(US$)2 MATSA DEGRUSSA FY23
Underlying Sales revenue $558M $239M $797M
Underlying Operations EBITDA $226M $101M $328M
Underlying Operations EBITDA Margin 41% 42% 41%
Underlying Group EBITDA $259M
  1. Net debt presented excludes capitalised transaction costs, leases and revolving short-term working capital facilities. 2. Sandfire adopts a combination of International Financial Reporting Standards (IFRS) and non-IFRS financial measures to assess performance. Underlying earnings measures are used to assist internal and external stakeholders better understand the financial performance of the Group and its operations. The Earnings Adjustment items are outlined in the Segment note (Note 3) to the financial statements.

Sandfire Annual General Meeting | 13

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Motheo Operations
Motheo represents the foundation for Sandfire’s long-term growth
plans in Botswana.
A1
TRIF Mining Method
0.7
46% improvement Open pit mine
year on year
Product Processing
3.2Mtpa growing
Copper concentrate
to 5.2Mtpa
Map Key
Operating Care and Maintenance Tenement holding Exploration Program
Development Phase Study Phase
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MATSA Operations Huelva Province of southwestern Spain, within the highly prospective Iberian Pyrite Belt.

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TRIF
Mining Method
2.6
Three underground
10.3% improvement mines
year on year
Product Processing Method
Copper, Zinc, Lead,
4.7Mtpa capacity
Silver
Map Key
Operating Care and Maintenance Tenement holding Exploration Program
Development Phase Study Phase
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Increasing our reserves

Motheo

Kalahari Copper Belt, Botswana

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A1 resource drilling Maiden resource targeted for Q3 FY24

A4 resource drilling Open extent of orebody to be defined

MATSA

Iberian Pyrite Belt, Spain

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Mineralisation:

  • Identified extensive mineralisation at San Pedro and Olivo

  • Two conductors at identified down plunge of Magdalena

Black Butte Montana, USA

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  • Advancing study of Lowry Deposit

  • Testing high grade extensions of Johnny Lee

  • Preparing for investment decision in ~24 months

Sandfire Annual General Meeting | 16

DeGrussa

900km north-east of Perth in Western Australia

Completion of Mining and Processing

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Mining complete Final stopes extracted and processed October 2022

Closure and rehabilitation

Discrete asset sales process to deliver superior outcome for shareholders and partially fund closure and rehabilitation Map Key Operating Care and Maintenance Tenement holding Exploration Program Development Phase Study Phase

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FY24 outlook

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Empower our people and define clear lines of accountability

Foster a shared belief in our Purpose

Increase female representation

Increase employee engagement

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Deliver safe, consistent and predictable performance

Continue to improve safety performance

Build a consistent operating track record at MATSA

Ramp-up Motheo to 5.2Mtpa and test its full potential

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Reduce our carbon intensity

Finalise contract for solar facility at MATSA

Seek policy support for renewable initiatives at Motheo

Report scope 3 emissions

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Increase our reserves

Increase reserves at MATSA

Increase reserves at Motheo

Advance studies at Black Butte

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Demonstrate capital discipline

Sharpen our exploration focus

Continue to optimise our capital structure

Mitigate inflationary impacts and deliver planned CuEq production growth

Sandfire Annual General Meeting | 18

John Richards Formal Business of the Meeting

Sandfire Annual General Meeting | 19

Financial Report

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.

Further Information

Shareholders should consider these documents and raise any matters of interest with the Directors. Mr David Newman and Ms Angela McIlroy from Deloitte, the Company’s auditor, are also available to answer any questions.

Please note:

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

Sandfire Annual General Meeting | 20

Resolution 1

Non Binding Resolution to adopt Remuneration Report

: To consider and, if thought fit, 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 Company’s 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 voting exclusion statement is set out in the Notice of Annual General Meeting and Explanatory Memorandum to Shareholders.

Sandfire Annual General Meeting | 21

Resolution 1

Non Binding Resolution to adopt Remuneration Report

: To consider and, if thought fit, 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 Company’s 2023 Annual Report be adopted.

Proxy Results

For Against Discretionary Abstain
219,754,319
64.47%
120,784,750
35.43%
321,624
0.09%
140,405
n/a

Sandfire Annual General Meeting | 22

Resolution 2 Election of Mr Paul Harvey as a Director

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

That Mr Paul Harvey, who ceases to hold office in accordance with clause 6.1(e) of the Company’s Constitution and Listing Rule 14.4 and, being eligible, be elected a Director of the Company.

Recommendation: Based on Mr Paul Harvey’s relevant experience and qualifications, the members of the Board, in the absence of Mr Harvey, support the election of Mr Harvey as a director of the Company.

Sandfire Annual General Meeting | 23

Resolution 2

Election of Mr Paul Harvey as a Director

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

That Mr Paul Harvey, who ceases to hold office in accordance with clause 6.1(e) of the Company’s Constitution and Listing Rule 14.4 and, being eligible, be elected a Director of the Company.

Proxy Results

For Against Discretionary Abstain
341,512,390
99.89%
79,149
0.02%
308,333
0.09%
10,406
n/a

Sandfire Annual General Meeting | 24

Resolution 3

Re-election of Ms Jennifer Morris OAM as a Director

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

That Ms Jennifer Morris OAM, who retires in accordance with clause 6.1(f)(i) of the Constitution and, being eligible for re-election, be re-elected as a Director.

Recommendation: Based on Ms Morris OAM’s relevant experience and qualifications, the members of the Board, in the absence of Ms Morris OAM, support the re-election of Ms Morris OAM as a director of the Company.

Sandfire Annual General Meeting | 25

Resolution 3

Re-election of Ms Jennifer Morris OAM as a Director

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

That Ms Jennifer Morris OAM, who retires in accordance with clause 6.1(f)(i) of the Constitution and, being eligible for re-election, be re-elected as a Director.

Proxy Results

For Against Discretionary Abstain
317,112,123
93.00%
23,573,347
6.91%
307,833
0.09%
7,795
n/a

Sandfire Annual General Meeting | 26

Resolution 4

Grant of FY2024 LTI Rights to Mr Brendan Harris (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, the Directors are authorised to issue up to 249,810 FY2024 LTI Rights for no cash consideration, each having a nil exercise price and an expiry date of 3 years from the date of issue, to Mr Harris (or his nominee(s)), on the terms and conditions set out in the Explanatory Memorandum (including Annexures A and B to the Explanatory Memorandum).

Recommendation: The Directors (who have no interest in the outcome of Resolution 4) unanimously recommend that Shareholders vote in favour of Resolution 4. The Board 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 Resolution 4.

Sandfire Annual General Meeting | 27

Resolution 4

Grant of FY2024 LTI Rights to Mr Brendan Harris (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, the Directors are authorised to issue up to 249,810 FY2024 LTI Rights for no cash consideration, each having a nil exercise price and an expiry date of 3 years from the date of issue, to Mr Harris (or his nominee(s)), on the terms and conditions set out in the Explanatory Memorandum (including Annexures A and B to the Explanatory Memorandum).

Proxy Results

For Against Discretionary Abstain
330,146,815
96.57%
11,403,072
3.34%
322,252
0.09%
38,139
n/a

Sandfire Annual General Meeting | 28

Resolution 5 Approval of Equity Incentive Plan

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

That, pursuant to and in accordance with Listing Rule 7.2, Exception 13(b) and for all other purposes, Shareholders approve any issue of up to a maximum of 22,844,596 securities under the “Sandfire Resources Limited Equity Incentive Plan”, a summary of the rules of which are set out in the Explanatory Memorandum (including Annexure A to the Explanatory Memorandum), as an exception to Listing Rule 7.1.

Recommendation: The Directors (who have no interest in the outcome of Resolution 5) unanimously recommend that Shareholders vote in favour of Resolution 5. The Board 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 Resolution 5.

Sandfire Annual General Meeting | 29

Resolution 5

Approval of Equity Incentive Plan

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

That, pursuant to and in accordance with Listing Rule 7.2, Exception 13(b) and for all other purposes, Shareholders approve any issue of up to a maximum of 22,844,596 securities under the “Sandfire Resources Limited Equity Incentive Plan”, a summary of the rules of which are set out in the Explanatory Memorandum (including Annexure A to the Explanatory Memorandum), as an exception to Listing Rule 7.1.

Proxy Results

For Against Discretionary Abstain
331,556,229
96.98%
9,993,144
2.92%
318,751
0.09%
42,154
n/a

Sandfire Annual General Meeting | 30

Resolution 6

Proposed amendments to Existing Awards to reflect the Equity Incentive Plan

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

That for the purposes of ASX Listing Rule 6.23.4 and for all other purposes, Shareholders approve such amendments to the terms of the Existing Awards issued under the “Sandfire Resources Limited Equity Incentive Plan” to give retrospective effect to changes to that plan, as set out in the Explanatory Memorandum.

Recommendation: The Directors (who have no interest in the outcome of Resolution 6) unanimously recommend that Shareholders vote in favour of Resolution 6. The Board 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 Resolution 6.

Sandfire Annual General Meeting | 31

Resolution 6

Proposed amendments to Existing Awards to reflect the Equity Incentive Plan

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

That for the purposes of ASX Listing Rule 6.23.4 and for all other purposes, Shareholders approve such amendments to the terms of the Existing Awards issued under the “Sandfire Resources Limited Equity Incentive Plan” to give retrospective effect to changes to that plan, as set out in the Explanatory Memorandum.

Proxy Results

For Against Discretionary Abstain
331,921,962
97.11%
9,559,304
2.80%
321,943
0.09%
107,069
n/a

Sandfire Annual General Meeting | 32

Resolution 7

Approval of leaving entitlements

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

That for the purposes of Part 2D.2 of the Corporations Act, and for all other purposes, approval be given for the giving of benefits to any current or future person holding a managerial or executive office in the Company or a related body corporate in connection with that person ceasing to hold that managerial or executive office as set out in the Explanatory Memorandum.

Recommendation: The Directors (who have no interest in the outcome of Resolution 7) unanimously recommend that Shareholders vote in favour of Resolution 7. The Board 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 Resolution 7.

Sandfire Annual General Meeting | 33

Resolution 7

Approval of leaving entitlements

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

That for the purposes of Part 2D.2 of the Corporations Act, and for all other purposes, approval be given for the giving of benefits to any current or future person holding a managerial or executive office in the Company or a related body corporate in connection with that person ceasing to hold that managerial or executive office as set out in the Explanatory Memorandum.

Proxy Results

For Against Discretionary Abstain
312,480,531
91.45%
28,911,540
8.46%
321,829
0.09%
196,378
n/a

Sandfire Annual General Meeting | 34

Contact Details

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+61 8 6430 3800

+61 8 6430 3849

www.sandfire.com.au Corporate Head Office Level 2, 10 Kings Park Road West Perth WA 6005 Australia PO Box 1495 West Perth WA 6872 Australia