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Southern Palladium Limited

Incorporated in the Commonwealth of Australia Australian Company Number 646 391 899 ASX share code: SPD JSE share code: SDL ISIN AU0000220808

Notice of Annual General Meeting 2025

Southern Palladium Limited (ASX: SPD / JSE: SDL) (Southern Palladium or the Company) advises that the following documents will be distributed to shareholders today, in relation to the Annual General Meeting to be held at 4:00pm (Sydney time) and 7:00am (South African time) on Friday, 28 November 2025:

Notice of Annual General Meeting (including the Explanatory Memorandum);
Proxy Form; and
2025 Annual Report.

The Notice of Annual General Meeting and 2025 Annual Report are available on the Company's website at www.southernpalladium.com .

Authorised by the Company Secretary

27 October 2025

ENQUIRIES

Shareholders	JSE Sponsor	Media
Andrew Cooke	Monique Martinez	Sam Jacobs
Company Secretary	Merchantec Capital	Six Degrees Investor Relations
Southern Palladium Limited	T: + 27 (0) 11 325 6363	T: + 61 (0) 423 755 909
[email protected]	[email protected]	[email protected]

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Notice of Annual General Meeting and Explanatory Statement

2025 Annual Report:

https://www.southernpalladium.com/site/investor-centre/annual-reports

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR ATTENTION

This Notice of Meeting and the accompanying Explanatory Statement should be read in their entirety.

If, as a Shareholder, you are in doubt as to the course you should follow, please consult your financial or professional adviser prior to voting.

Notice is hereby given that the Annual General Meeting of the Company will be held on Friday, 28 November 2025 at 4.00 pm (AEDT)

At: Thomson Geer, Level 14, 60 Martin Place, Sydney NSW 2000 Australia

The AGM will be a physical meeting and not a hybrid or virtual meeting. Accordingly, no online participation in the AGM will be possible.

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ITEMS OF BUSINESS

Item 1. Receipt of the Financial Report for the year ended 30 June 2025

To receive and consider the Company's Financial Report, the Directors' Report and the Auditor's Report for the year ended 30 June 2025.

Note: Except as set out in Resolution 1, there is no requirement for Shareholders to approve these reports. Accordingly, no resolution will be put to Shareholders on this item of business.

Resolution 1 – Remuneration Report

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

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2025 be adopted."

Note: In accordance with the Corporations Act, this resolution is advisory only and does not bind the Company or the Directors of the Company. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the meeting when reviewing the Company's remuneration policies.

Voting exclusion:

The Company will disregard any votes cast on this resolution (in any capacity) by or on behalf of a member of the Key Management Personnel (being those persons described as such in the Remuneration Report) and a Closely Related Party of such a member. However, the Company need not disregard a vote if it is cast by a person (including the Key Management Personnel or their Closely Related Parties) as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form or it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, where the Proxy Form does not specify the way the proxy is to vote on this resolution but expressly authorises the person chairing the meeting to exercise the proxy even if this resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Any undirected proxies held by Directors or other Key Management Personnel or their Closely Related Parties for the purposes of Resolution 1 (excluding the Chair) will not be voted on Resolution 1. Accordingly, if you intend to appoint a member of Key Management Personnel as your proxy, please ensure that you direct them how to vote. If you intend to appoint the Chair of the meeting as your proxy, you can direct him to vote by marking the box for Resolution 1. By marking the Chair's box on the Proxy Form, you acknowledge that the Chair of the meeting will vote in favour of this item of business as your proxy. The Chair will vote undirected proxies in favour of Resolution 1.

Resolution 2 – Re-elect Mr Robert Thomson as a Director of the Company

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

"That Mr Robert Thomson, who retires in accordance with Rule 41 of the Constitution of the Company and, being eligible, offers himself for re-election, be re-elected as a Director of the Company."

Voting exclusion:

There are no voting exclusions on this resolution.

Resolution 3 – Approval of Issues of Equity Securities under Equity Incentive Plan

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

"That, for the purposes of ASX Listing Rule 7.2 Exception 13, and for all other purposes, Shareholders approve the Southern Palladium Equity Incentive Plan (Equity Incentive Plan) and the proposed issue of Equity Securities under the Equity Incentive Plan on the terms and conditions set out in the Explanatory Statement."

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Voting exclusion:

The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is eligible to participate in the Employee Incentive Plan or any Associate of that person or those persons. However, the Company need not disregard a vote cast in favour of the resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting prohibition statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:

the proxy is either:
a member of the Key Management Personnel; or
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this resolution.

However, the above prohibition does not apply if:

the proxy is the chair; and
the appointment expressly authorises the chair to exercise the proxy even though this resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Note: Given the Directors are eligible to participate in the Employee Equity Plan, the Directors will not be voting on this Resolution.

Resolution 4 – Proposed Issue of Performance Rights under the Equity Incentive Plan to Mr Roger Baxter (Executive Chairman)

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

"That for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 275,229 Performance Rights to Mr Roger Baxter (or his nominee) under the Equity Incentive Plan, on the terms and conditions set out in the Explanatory Statement, being the incentive portion of his total remuneration for the forthcoming two years."

Voting exclusion:

The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Roger Baxter or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However, the Company need not disregard a vote cast in favour of the resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting prohibition statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:

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the proxy is either:
a member of the Key Management Personnel; or
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this resolution.

Provided the Chair is not an Excluded Party, the above prohibition does not apply if:

the proxy is the Chair; and
the appointment expressly authorises the chair to exercise the proxy even though this resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

If you intend to appoint the Chair of the meeting as your proxy, you can direct him to vote by marking the box for Resolution 4. By marking the Chair's box on the Proxy Form, you acknowledge that the Chair of the meeting will vote in favour of this item of business as your proxy. The Chair will vote undirected proxies in favour of Resolution 4.

Resolution 5 – Proposed Issue of Performance Rights under the Equity Incentive Plan to Mr Johan Odendaal (Managing Director)

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

"That for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 302,752 Performance Rights to Mr Johan Odendaal (or his nominee) under the Equity Incentive Plan, on the terms and conditions set out in the Explanatory Statement, being the incentive portion of his total remuneration for the forthcoming two years."

Voting exclusion:

The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Johan Odendaal or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However, the Company need not disregard a vote cast in favour of the resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting prohibition statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:

the proxy is either:
a member of the Key Management Personnel; or
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this resolution.

Provided the Chair is not an Excluded Party, the above prohibition does not apply if:

the proxy is the Chair; and
the appointment expressly authorises the chair to exercise the proxy even though this resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

If you intend to appoint the Chair of the meeting as your proxy, you can direct him to vote by marking the box for Resolution 5. By marking the Chair's box on the Proxy Form, you acknowledge that the Chair of the meeting will vote in favour of this item of business as your proxy. The Chair will vote undirected proxies in favour of Resolution 5.

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Resolution 6 – Proposed Issue of Zero Exercise Price Options under the Equity Incentive Plan to Mr Mike Stirzaker (Non-Executive Director)

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

"That for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 96,330 Zero Exercise Price Options to Mr Mike Stirzaker (or his nominee) under the Equity Incentive Plan, on the terms and conditions set out in the Explanatory Statement, in lieu of a portion of his Directors' fees which will otherwise become payable, subject to continued service, over the forthcoming three years."

Voting exclusion:

The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Mike Stirzaker or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However, the Company need not disregard a vote cast in favour of the resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting prohibition statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:

the proxy is either:
a member of the Key Management Personnel; or
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this resolution.

Provided the Chair is not an Excluded Party, the above prohibition does not apply if:

the proxy is the Chair; and
the appointment expressly authorises the chair to exercise the proxy even though this resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

If you intend to appoint the Chair of the meeting as your proxy, you can direct him to vote by marking the box for Resolution 6. By marking the Chair's box on the Proxy Form, you acknowledge that the Chair of the meeting will vote in favour of this item of business as your proxy. The Chair will vote undirected proxies in favour of Resolution 6.

Resolution 7 – Proposed Issue of Zero Exercise Price Options under the Equity Incentive Plan to Mr Robert Thomson (Non-Executive Director)

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

"That for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 96,330 Zero Exercise Price Options to Mr Robert Thomson (or his nominee) under the Equity Incentive Plan, on the terms and conditions set out in the Explanatory Statement, in lieu of a portion of his Directors' fees which will otherwise become payable, subject to continued service, over the forthcoming three years."

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Voting exclusion:

The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Robert Thomson or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However, the Company need not disregard a vote cast in favour of the resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting prohibition statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:

the proxy is either:
a member of the Key Management Personnel; or
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this resolution.

Provided the Chair is not an Excluded Party, the above prohibition does not apply if:

the proxy is the Chair; and
the appointment expressly authorises the chair to exercise the proxy even though this resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

If you intend to appoint the Chair of the meeting as your proxy, you can direct him to vote by marking the box for Resolution 7. By marking the Chair's box on the Proxy Form, you acknowledge that the Chair of the meeting will vote in favour of this item of business as your proxy. The Chair will vote undirected proxies in favour of Resolution 7.

Resolution 8 – Proposed Issue of Zero Exercise Price Options under the Equity Incentive Plan to Mr Daniel van Heerden (Non-Executive Director)

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

"That for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 96,330 Zero Exercise Price Options to Mr Daniel van Heerden (or his nominee) under the Equity Incentive Plan, on the terms and conditions set out in the Explanatory Statement, in lieu of a portion of his Directors' fees which will otherwise become payable, subject to continued service, over the forthcoming three years."

Voting exclusion:

The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Daniel van Heerden or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However, the Company need not disregard a vote cast in favour of the resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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

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• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting prohibition statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:

the proxy is either:
a member of the Key Management Personnel; or
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this resolution.

Provided the Chair is not an Excluded Party, the above prohibition does not apply if:

the proxy is the Chair; and
the appointment expressly authorises the chair to exercise the proxy even though this resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

If you intend to appoint the Chair of the meeting as your proxy, you can direct him to vote by marking the box for Resolution 8. By marking the Chair's box on the Proxy Form, you acknowledge that the Chair of the meeting will vote in favour of this item of business as your proxy. The Chair will vote undirected proxies in favour of Resolution 8.

Resolution 9 – Proposed Issue of Zero Exercise Price Options under the Equity Incentive Plan to Ms Lindi Nkosi-Thomas (Non-Executive Director)

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

"That for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the issue of up to 96,330 Zero Exercise Price Options to Ms Lindi Nkosi-Thomas (or her nominee) under the Equity Incentive Plan, on the terms and conditions set out in the Explanatory Statement, in lieu of a portion of her Directors' fees which will otherwise become payable, subject to continued service, over the forthcoming three years."

Voting exclusion:

The Company will disregard votes cast in favour of the resolution by or on behalf of Ms Lindi Nkosi-Thomas or any of her Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However, the Company need not disregard a vote cast in favour of the resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting prohibition statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:

the proxy is either:
a member of the Key Management Personnel; or
a Closely Related Party of such a member; and
the appointment does not specify the way the proxy is to vote on this resolution.

Provided the Chair is not an Excluded Party, the above prohibition does not apply if:

• the proxy is the Chair; and

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• the appointment expressly authorises the chair to exercise the proxy even though this resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

If you intend to appoint the Chair of the meeting as your proxy, you can direct him to vote by marking the box for Resolution 9. By marking the Chair's box on the Proxy Form, you acknowledge that the Chair of the meeting will vote in favour of this item of business as your proxy. The Chair will vote undirected proxies in favour of Resolution 9.

Resolution 10 – Ratification of issue of Placement Shares under the Placement

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 16,000,000 Placement Shares to various sophisticated and professional investors under the Placement, on the terms and conditions set out in the Explanatory Statement."

Voting exclusion:

The Company will disregard any votes cast in favour of this resolution by or on behalf of any person who participated in the issue, and any Associate of that person. However, the Company need not disregard a vote cast in favour of the resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 11 – Approval of extra 10% Placement Facility

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

"That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the Company having the additional capacity to issue Equity Securities provided for in ASX Listing Rule 7.1A, on the terms and conditions set out in the Explanatory Statement."

Voting exclusion:

If, at the time this approval is sought, the Company is proposing to make an issue of Equity Securities under ASX Listing Rule 7.1A.2, the Company will disregard votes cast in favour in respect of the resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or any of their respective Associates. However, the Company need not disregard a vote cast in favour of the resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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

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• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

At the date of the Notice of Annual General Meeting, the Company has not approached any particular existing Shareholders or security holders to participate in an issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice of Annual General Meeting.

Resolution 12 – Approve a Change of Name to Southern Platinum Limited

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

"That for the purposes of section 157 of the Corporations Act 2001, and for all other purposes, the name of the Company be changed to Southern Platinum Limited."

Voting exclusion:

There are no voting exclusions on this resolution.

Resolution 13 – Approval of Conditional Placement

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

"That the proposed issue of 11,581,815 Conditional Placement Shares to various sophisticated and professional investors under the Conditional Placement, details of which are set out in the Explanatory Statement, is approved under and for the purposes of Listing Rule 7.1 and for all other purposes."

Voting exclusion:

The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of +ordinary securities in the entity) or an Associate.

. However, the Company need not disregard a vote cast in favour of the resolution by:
a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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KEY DATES – NOTICE OF AGM

Record date to determine Shareholders who are entitled to receive the Notice of Meeting	4.00pm AEDT	Wednesday, 22 October 2025
Despatch of Notice of Meeting and announcement on ASX and SENS		Monday, 27 October 2025
Last day to trade for Shareholders on South African share register in order to be entitled to vote at the Meeting	5.00pm SA time	Tuesday, 18 November 2025
Voting Record Date (JSE share register)	7.00pm SA time	Friday, 21 November 2025
Voting Record Date (ASX share register)	7.00pm AEDT	Wednesday, 26 November 2025
Deadline for lodgement of Proxy Forms (JSE share register)	5.00pm SA time	Tuesday, 25 November 2025
Deadline for lodgement of Proxy Forms (ASX share register)	4.00pm AEDT	Wednesday, 26 November 2025
Annual General Meeting	4.00pm AEDT 7.00am SA time	Friday, 28 November 2025

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PROPOSED KEY DATES – NAME CHANGE

Publication and despatch of Notice of AGM		Monday, 27 October 2025
Results of AGM and confirmation of name change finalisation announcement1 released on the ASX and JSE SENS.	6.00 pm AEDT and 10.00am SA time	Friday, 28 November 2025
Last day to trade on the ASX and JSE before the name change1		Tuesday, 2 December 2025
Termination of trading under the old name on JSE trading system1	10.00am AEDT 9.00am SA time	Wednesday, 3 December 2025
Commencement of trade on JSE and ASX under the new name: Southern Platinum Limited with JSE alpha code SDL and ISIN AU00002208081
Record Date for shareholders on the South African register		Friday, 5 December 2025
JSE CSDPs and brokers accounts updated	9.00am SA time	Monday, 8 December 2025

¹ Subject to shareholder approval of ordinary resolution 12 at the Annual General Meeting to be held on Friday, 28 November 2025.

For shareholders on the South African register, share certificates may not be dematerialised or rematerialised between Wednesday, 3 December 2025 and Friday 5 December 2025, both days inclusive.

ENQUIRIES

Andrew Cooke Company Secretary Southern Palladium Limited [email protected]

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ENTITLEMENT TO VOTE

In accordance with the Corporations Act 2001 (Cth) the Board has determined that for the purposes of the meeting, a person's entitlement to vote at the meeting will be the entitlement of that person set out in the Register of Members of the Company at 7.00pm (AEDT time) on Wednesday, 26 November 2025 or on the JSE share register at 7.00pm (SA time) on Tuesday, 25 November 2025. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

2025 ANNUAL REPORT:

The Annual Report for the Year Ending 30 June 2025 may be downloaded from the Company's website from the homepage: www.southernpalladium.com or by accessing the following link: https://www.southernpalladium.com/site/investor-centre/annual-reports

HOW TO VOTE:

You may vote in one of two ways:

attending the meeting and voting in person (if a corporate Shareholder, by representative); and
voting by proxy (see below on how to vote by proxy).

To vote in person, attend the meeting on the date and at the time and place set out above

PROXIES:

Shareholders wishing to appoint a proxy are encouraged to do so electronically by following the steps set out on the Proxy Form attached.
A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy or not more than two proxies to attend and vote instead of the Shareholder.
Where two proxies are appointed:
(i) a separate Proxy Form, should be used to appoint each proxy;
(ii) the Proxy Form may specify the proportion, or the number, of votes that the proxy may exercise, and if it does not do so the proxy may exercise half of the votes.
A Shareholder can appoint any other person to be their proxy. A proxy need not be a Shareholder. The proxy appointed can be described in the Proxy Form by an office held e.g. "the Chair of the Meeting".
In the case of Shareholders who are individuals, the Proxy Form must be signed:
(i) if the Shares are held by one individual, by that Shareholder;
(ii) if the Shares are held in joint names, by any one of them.
In the case of Shareholders who are companies, the Proxy Form must be signed:
(i) if it has a sole director who is also sole secretary, by that director (and stating the fact next to, or under the signature on the Proxy Form);
(ii) in the case of any other company by either two directors or a director and secretary. The use of the common seal of the company, in addition to those required signatures, is optional.
If the person signing the Proxy Form is doing so under a power of attorney, or is an officer of a company outside those referred to above but authorised to sign the Proxy Form, the power of attorney or other authorisation (or a certified copy of it), as well as the Proxy Form, must be received by the Company by the time and at the place specified below.

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• A Proxy Form accompanies this notice. To be effective, your Proxy Form must be received by the Company no later than 48 hours before the time of the Meeting. Complete and lodge the Proxy Form with the Company at the address or facsimile number specified below, along with any power of attorney or notarially certified copy of a power of attorney (if the Proxy Form is signed pursuant to a power of attorney), by no later than:

	4.00 pm (Sydney time), Wednesday 26	5.00 pm (SA time), Tuesday 25
	November 2025 for ASX share register)	November 2025 for JSE share register)
To:
	Southern Palladium Limited	Southern Palladium Limited
	C/- Computershare Investor Services	C/- Computershare Investor Services Pty
	Pty Ltd	Ltd
	GPO Box 242	Private Bag X9000,
	MELBOURNE VIC 3001, Australia	Saxonwold, 2132, South Africa

	Or by facsimile 1800 783 447 (within	Email: [email protected]
	Australia) or +61 3 9473 2555 (outside
	Australia)

The Proxy Form and the power of attorney (if any) under which it is signed (or a certified copy of it) must be received at the Company's Share Registry at least 48 hours before the commencement of the Annual General Meeting or any adjournment of that Meeting.

CORPORATE REPRESENTATIVES

A body corporate that is a member, or that has been appointed as a proxy of a member, may appoint an individual to act as its representative 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 the authority under which it is signed.

Dated the 27th day of October 2025.

By order of the Board Andrew J. Cooke Company Secretary

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EXPLANATORY STATEMENT

ITEM 1: Financial Report – Year ended 30 June 2025

The Corporations Act requires the Financial Report (which includes the financial statements and the Directors' Declaration), the Directors' Report and the Auditor's Report to be tabled for discussion at the AGM. There is no requirement either in the Corporations Act or in the Constitution for Shareholders to approve the Financial Report, the Directors' Report or the Auditor's Report. Shareholders attending the AGM will be given a reasonable opportunity to ask questions about, or make comments on, these reports.

This item of business provides Shareholders with an opportunity to ask questions concerning or make comments on the Company's financial statements and reports for the financial year ended 30 June 2025 and the Company's performance generally.

A representative of the Auditor (BDO Audit) will be attending the AGM.

As a Shareholder, you are entitled to submit a written question to the Auditor prior to the AGM provided that the question relates to:

the content of the Auditor's Report; or
the conduct of the audit in relation to the Financial Report.

All written questions must be received by the Company no later than 21 November 2025. All questions must be sent to the Company by email to [email protected] and may not be sent directly to the Auditor. The Company will then forward all relevant questions to the Auditor.

The Auditor will answer written questions submitted prior to the AGM.

The Auditor will also answer questions at the meeting from Shareholders relevant to:

the conduct of the audit;
the preparation and content of the Auditor's Report;
the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
the independence of the Auditor in relation to the conduct of the audit.

1. RESOLUTION 1: Remuneration Report

The Directors' Report for the financial year ended 30 June 2025 contains a Remuneration Report which sets out the policy on remuneration of the Directors of the Company and specified executives of the Company.

Section 250R(2) Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the annual general meeting. The Corporations Act expressly provides that the vote is advisory only and does not bind the Directors of the Company.

Notwithstanding the non-binding nature of the vote, the Directors will take note of the outcome of the vote when considering future remuneration matters.

Members attending the AGM will be given a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Under sections 250U and 250V of the Corporations Act, if at least 25% of the votes cast on Resolution 1 are against the adoption of the relevant remuneration report at two consecutive annual general meetings (with a 25% or more vote 'against' commonly referred to as a "first strike" or "second strike"), the Company will be required to put to Shareholders a resolution at

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the later of those annual general meetings proposing that an extraordinary general meeting (Spill Meeting) be called to consider the election of Directors of the Company (Spill Resolution). The Spill Meeting must be held within 90 days of the date of the second annual general meeting. For a Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the Directors (other than any Managing Director) will cease to hold office immediately before the end of the Spill Meeting unless re-elected at that meeting.

At the Company's 2025 Annual General Meeting, a "first strike" was not recorded in respect of the Remuneration Report. Accordingly, a Spill Resolution is not relevant for this Meeting.

Recommendation

The Directors abstain, in the interests of good corporate governance, from making a recommendation in relation to Resolution 1.

Subject to the voting exclusions set out in the Notice of Meeting, the Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 1.

2. RESOLUTION 2: Re-Election of Mr Robert Thomson as a Director

2.1 ASX Listing Rules 14.4, 14.5 and the Constitution of the Company

ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without reelection) past the third annual general meeting following the director's appointment or 3 years, whichever is longer. This rule does not apply to the Managing Director.

ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.

The provisions of Clause 41 of the Company's Constitution provides that any Directors, who is not the Managing Director, who holds office for a continuous period in excess of three years or until the third annual general meeting following the Director's appointment or election, whichever is long, must submit for re-election.

Out of the current Directors who may be required to retire by rotation, Mr Robert Thomson has held office for the longest period of time since his last election (which occurred at the Company's 2022 AGM on 30 November 2022).

Accordingly, in accordance with clause 41 of the Constitution and ASX Listing Rule 14.5, Mr Thomson will retire by rotation and, being eligible, offers himself for re-election as a Director.

2.2 Key Information relating to Mr Robert Thomson – Independent Non-Executive Director

Robert Thomson has a 40 year mining career, including CEO/Executive Director and GM/Project Director roles building and commercialising junior company gold and base metals exploration projects into significant mining operations and businesses (e.g. Sepon. Chatree, Didipio, Wetar).

From 2016 to 2021 he was Managing Director, then non-executive director for South Africa focussed Theta Gold Mines Limited. He has a Bachelor of Engineering (Mining) from the University of Queensland, an MBA from the University of Wollongong and is a Fellow of the Australasian Institute of Mining and Metallurgical Engineers. Currently he is an independent non-executive director of Pacific Nickel Mines Limited and Bayrock Resources Limited.

Mr Thomson was appointed as a Non-Executive Director on the 4th of December 2020. Mr Thomson is also a member of the Audit and Risk Committee and a member and Chairman of the Nomination and Remuneration Committee

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2.3 Recommendation

The Directors (other than Mr Thomson) recommend that Shareholders vote in favour of Resolution 2.

The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 2.

3. RESOLUTION 3 – Approval to issue securities under the Southern Palladium Equity Incentive Plan

3.1 Background

The Board has reviewed the need for an equity incentive plan, having regard to the employee share scheme provisions in Part 7.12, Division 1 of the Corporations Act and the ASX Listing Rules. As a result of that review, the Board resolved to adopt the Southern Palladium Limited Equity Incentive Plan, which it did on 14 October 2025.

Resolution 3 seeks Shareholder approval, pursuant to ASX Listing Rule 7.2 (Exception 13), to adopt the Equity Incentive Plan and to enable Performance Rights, and Shares upon exercise or conversion of those Performance Rights, and Shares to be issued under the Employee Incentive Plan to eligible Directors and employees (Equity Securities) to be exempted from ASX Listing Rule 7.1 for a period of 3 years from the date on which Resolution 3 is passed.

A summary of the Equity Incentive Plan is set out in Schedule 1. The Plan can be viewed in the 'Corporate Governance' section of the Company's website, located at https://www.southernpalladium.com/site/about/corporate-governance.

3.2 ASX Listing Rule 7.2, Exception 13(b)

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period without Shareholder approval.

ASX Listing Rule 7.2 (Exception 13(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which Shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

The Board has adopted a new employee incentive scheme called the Southern Palladium Equity Incentive Plan (Plan or Equity Incentive Plan).

Resolution 3 seeks Shareholder approval for the Employee Incentive Plan and for the issue of Equity Securities under the Plan for the purposes of ASX Listing Rule 7.2, Exception 13(b), and for all other purposes.

If Resolution 3 is passed, the Company will be able to issue a limited number of Equity Securities under the Plan to eligible participants over a period of 3 years without impacting on the Company's ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period (subject to Resolution 11 being approved by Shareholders, the capacity will be increased to 25%, including the 10% Placement Facility).

If Resolution 3 is not passed, the Company will still be able to issue Equity Securities under the Plan to eligible participants, however any securities issued under the Plan will count towards its 15% capacity under ASX Listing Rule 7.1 (subject to Resolution 11 being approved by Shareholders, the capacity will be increased to 25%, including the 10% Placement Facility), effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the issue of any Equity Securities under the Plan.

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Any future issues of Equity Securities under the Plan to a related party or a person whose relationship with the Company is, in ASX's opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

3.3 Rationale for the Equity Incentive Plan

The aim of the Plan is to allow the Board to attract, motivate and retain eligible persons, who in the Board's opinion, are dedicated and will provide ongoing commitment and effort to Southern Palladium. It is considered that the Plan and the future issue of Equity Securities under the Plan will provide participants with the opportunity to participate in the anticipated future growth of the Company.

This is considered essential as the Company transitions from the exploration and study phase towards development and construction of a mining operation, and the consequent need to build a comprehensive, skilled management team.

3.4 Specific information required by ASX Listing Rule 7.2

In accordance with the requirements of ASX Listing Rule 7.2 Exception 13(b) the following information is provided:

(a) The material terms of the Plan are summarised in Schedule 1.
(b) This is the first approval sought under ASX Listing Rule 7.2 Exception 13(b) with respect to the Plan. Accordingly, no Equity Securities have previously been issued under the Plan as it is a new incentive plan.
(c) The maximum number of Equity Securities proposed to be issued under the Plan is 5,347,500 Equity Securities, representing 5.0% of the number of ordinary Shares expected to be on issue at the date of this Notice of Meeting (being 106,950,000 Shares) (Approved Plan Cap). To the extent that Equity Securities that are issued under the Approved Plan Cap are subsequently cancelled in the three year period following the Meeting, those cancelled Equity Securities will be added back to the Approved Plan Cap. The Approved Plan Cap is not intended to be a prediction of the actual number of Equity Securities to be issued under the Plan during the period for which the approval (if given) will be valid, rather it is simply a ceiling for the purposes of ASX Listing Rule 7.2 (Exception 13(b)).
(d) A voting exclusion statement has been included for the purposes of Resolution 3.

3.5 Recommendation

Resolution 3 is an ordinary resolution.

The Directors abstain, in the interests of good corporate governance, from making a recommendation in relation to Resolution 3.

The Chair intends to vote undirected proxies in favour of Resolution 3.

4. RESOLUTIONS 4 to 9 – Proposed Grant of Equity Securities to Directors

4.1 Background

Following a review and recommendations made by an independent third party remuneration consultant, which included the identification of and the ascertainment of relevant remuneration details from peer group companies, the Remuneration Committee identified that both the Executive and Non-Executive Directors of the Company are currently remunerated at the bottom end of the range applicable to peer group companies that are entering the development phase.

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It is now proposed that Executive Directors be issued Performance Rights with milestone and service vesting requirements as detailed below. The Performance Rights will be in addition to their fixed cash remuneration.

It is also proposed that the Non-Executive Directors be issued service rights in the form of Zero Exercise Price Options (ZEPOs) in lieu of a portion of their fixed Directors' fees. The ZEPOs vest with time served as a Director of the Company and are not based on any performance measure.

These Employee Incentives to be issued under the Equity Incentive Plan are designed to incentivise Directors specifically to transition the Company from its current state to commencement of mine construction, thereby ensuring alignment with Shareholders' interests to maximise Company value. The Employee Incentives will form part of each Director's remuneration.

If Resolutions 4 to 9 are passed, the Company will be able to issue Employee Incentives to the relevant Directors as contemplated by Resolutions 4 to 9.

If any of Resolutions 4 to 9 are not passed, the Company will be unable to issue Employee Incentives to the relevant Director(s) as contemplated by the applicable Resolution(s).

Resolutions 4 to 9 are proposed as ordinary resolutions.

4.2 Purpose of resolution

Resolutions 4 to 9 seek Shareholder approval for the purpose of satisfying ASX Listing Rule 10.14 to allow the issue of Employee Incentives to the Company's Executive and Non-Directors being Mr Roger Baxter (or his nominee), Mr Johan Odendaal (or his nominee), Mr Mike Stirzaker (or his nominee), Mr Robert Thomson (or his nominee), Mr Daniel van Heerden (or his nominee) and Ms Lindi Nkosi-Thomas (or her nominee) under the Plan on the terms and conditions set out in Schedule 1. The Plan is subject to Shareholder approval at Resolution 3.

Under the Plan, each Director will be eligible to receive a grant of Employee Incentives representing incentives for the forthcoming two years, in the case of Executive Directors, Messrs Baxter and Odendaal, and the forthcoming three years, in the case of each of the following Non-Executive Directors:

(a) Up to 275,229 Performance Rights for Mr Roger Baxter (Resolution 4);
(b) Up to 302,752 Performance Rights for Mr Johan Odendaal (Resolution 5);
(c) Up to 96,330 Zero Exercise Price Options for Mr Mike Stirzaker (Resolution 6);
(d) Up to 96,330 Zero Exercise Price Options for Mr Robert Thomson (Resolution 7);
(e) Up to 96,330 Zero Exercise Price Options for Mr Daniel van Heerden (Resolution 8); and
(f) Up to 96,330 Zero Exercise Price Options for Ms Lindi Nkosi-Thomas (Resolution 9).

The terms of the Employee Incentives are set out in section 4.3 below.

4.3 Key terms of Employee Incentives

Each Employee Incentive will entitle the holder to 1 Share upon satisfaction of certain vesting conditions.

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The Employee Incentives are otherwise to be granted on the terms of the Plan as summarised at Schedule 1.

Key Terms of the Performance Rights for the Executive Directors are summarised in Schedule 2.

Key Terms of the Zero Exercise Price Options for Non-Executive Directors are summarised in Schedule 3.

4.4 Overview of regulatory approval requirements

(a) ASX Listing Rules requirements – ASX Listing Rule 10.14

ASX Listing Rule 10.14 requires Shareholder approval to be obtained where a company issues or agrees to issue, securities under an employee incentive scheme to a director of the company, an Associate of the director, or a person whose relationship with the company, director or Associate of the director is, in the ASX's opinion, such that approval should be obtained.

As such, Shareholder approval is sought under ASX Listing Rule 10.14 for the issue of Performance Rights to Mr Roger Baxter (or his nominee) and Mr Johan Odendaal (or his nominee) and Zero Exercise Price Options to Mr Mike Stirzaker (or his nominee), Mr Robert Thomson (or his nominee), Mr Daniel van Heerden (or his nominee) and Ms Lindi Nkosi-Thomas (or her nominee).

ASX Listing Rule 7.2 (Exception 14) provides that, if an issue of securities is approved for the purposes of ASX Listing Rule 10.14, ASX Listing Rule 7.1 does not apply. Accordingly, the Company is not required to seek approval of the issue of the Performance Rights under ASX Listing Rule 7.1.

(b) Corporations Act requirements – Chapter 2E

Under Chapter 2E of the Corporations Act, for a public company to give a financial benefit to a related party of the public company, the public company must:

obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
give the benefit within 15 months following such approval,

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

The issue of Performance Rights constitutes giving a financial benefit and Mr Roger Baxter, Mr Johan Odendaal, Mr Mike Stirzaker, Mr Robert Thomson, Mr Daniel van Heerden and Ms Lindi Nkosi-Thomas are related parties of the Company as they are Directors of the Company.

It is the view of the Board that the exception set out in section 211(1) (allowing the giving of a financial benefit that is reasonable remuneration) applies in the current circumstances. Accordingly, Shareholder approval is sought for the issue of the Options under ASX Listing Rule 10.14 as contemplated by Resolutions 4 to 9, but not under Chapter 2E of the Corporations Act.

(c) Corporations Act requirements – Sections 200B and 200E of the Corporations Act

The Corporations Act restricts the benefits that can be given to persons who hold a "managerial or executive office" (as defined in the Corporations Act) on leaving their employment with the Company.

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Under sections 200B and 200E of the Corporations Act, a company may only give a person a benefit in connection with them ceasing to hold a managerial or executive office if the benefit is approved by Shareholders or an exemption applies.

Amendments to the Corporations Act in 2009 significantly expanded the scope of these provisions and lowered the threshold for termination benefits that do not require Shareholder approval. The term "benefit" has a wide meaning and may include benefits resulting from the Board exercising certain discretions under the rules of the Plan, including the discretion to waive or accelerate vesting conditions in respect of a particular holder of Performance Rights.

While the Plan provides that all vested Performance Rights or Zero Exercise Price Options are automatically forfeited and lapse on the date of cessation of employment or office, provided the participant is a "Good Leaver" as defined in the Plan, the Board retains the discretion to determine otherwise. Accordingly, Shareholder approval is sought for the Directors to be given any benefit at the discretion of the Board in relation to the accelerated vesting of Performance Rights upon their retirement from office with the Company if that occurs within 3 years of the date of this Annual General Meeting.

If Shareholder approval is given under Resolutions 4 to 9 the Company will still be required to comply with ASX Listing Rules 10.18 and 10.19, which place restrictions on the circumstances in which termination benefits can be paid and a cap on the value of termination benefits that can be paid to officers of the Company.

The value of the benefit cannot be determined at the date of this Notice of Annual General Meeting and will depend on the number of Performance Rights that may vest and the market value of the Shares at the time of cessation of office.

4.5 Specific information required by ASX Listing Rule 10.15

Pursuant to ASX Listing Rule 10.15, the following information is provided in relation to Resolutions 4 to 9:

ASX Listing Rule 10.15	Information
requirement Names of the people (10.15.1):	Mr Roger Baxter, Mr Johan Odendaal, Mr Mike Stirzaker, Mr Robert Thomson, Mr Daniel van Heerden and Ms Lindi Nkosi-Thomas or their nominees.
Category in rules 10.14.1 – 10.14.3 the people fall within and why (10.15.2):	10.14.1. The proposed recipients of the Employee Incentives are Directors of the Company.
Number and class of securities proposed to be issued to the people under the plan (10.15.3):	Subject always to the terms of the Plan, the maximum aggregate number of Employee Incentives (being the nature of the financial benefit being provided) to be allocated to:
	• Mr Roger Baxter is 275,229 Performance Rights (Resolution 4); • Mr Johan Odendaal is 302,752 Performance Rights (Resolution 5); • Mr Mike Stirzaker is 96,330 Zero Exercise Price Options (Resolution 6); • Mr Robert Thomson is 96,330 Zero Exercise Price Options (Resolution 7); • Mr Daniel Van Heerden is 96,330 Zero Exercise Price Options (Resolution 8); and • Ms Lindi Nkosi-Thomas is 96,330 Zero Exercise Price Options (Resolution 9).

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	This totals to 963,301 Employee Incentives .
	Upon exercise, the Directors will be issued with 1 Share for each Employee Incentive.
Details (including the amount) of the Directors' current total remuneration packages	As at the date of this Notice of Meeting, the total remuneration package of each Director is as follows:
(10.15.4):	• \$174,950 (including superannuation) for Mr Roger Baxter (Resolution 4); • \$250,000 (including superannuation) for Mr Johan
	Odendaal (Resolution 5); • \$90,820 (including superannuation) for Mr Mike
	Stirzaker (Resolution 6); • \$60,210 (including superannuation) for Mr Robert Thomson (Resolution 7);
	• \$54,025 (including superannuation) for Mr Daniel Van Heerden is (Resolution 8); and
	• \$58,485 (including superannuation) for Ms Lindi Nkosi-Thomas (Resolution 9).
Number of securities previously issued to the people under the Plan (10.15.5)	Nil.
If the securities are not fully paid ordinary securities, a summary of the material terms of the securities, explanation of why that type of security is	Please refer to Schedule 1 for a summary of the Plan, Schedule 2 for the terms of the Performance Rights and Schedule 3 for the terms of the Zero Exercise Price Options.
being used and the value the entity attributes to that security and its basis (10.15.6):	Details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.
	The Company has attributed a value of \$1.09 to each Performance Right and each Zero Exercise Price Option being the full undiscounted 15 day VWAP of the Company's Share Price at the Close of trade on 14 October 2024.
Date(s) the people will be issued with securities under the Plan (10.15.7):	As at the date of this Notice of Annual General Meeting, the Employee Incentives are anticipated to be issued no later than 3 months after the date of the Annual General Meeting and it is anticipated that the Employee Incentives will be allocated on one date. The Employee Incentives must be issued within 3 years after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).
Price of securities issued to the people under the Plan (10.15.8):	The Employee Incentives will be granted for nil cash consideration and no consideration will be payable upon the vesting of the Employee Incentives. Accordingly, no funds will be raised from the issue or vesting of the Employee Incentives.
Material terms of the Plan (10.15.9):	Please refer to Schedule 1.

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Material terms of any loan that will be made to the people in relation to the acquisitions:	There is no loan Associated with the grant of the Employee Incentives.
Statement:	Details of any securities issued under the Plan will be published in each annual report of the Company relating to a period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.
	Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in the Plan in an issue of securities under the Plan after Resolutions 4 to 9 are approved and who were not named in the Notice will not participate until approval is obtained under ASX Listing Rule 10.14.
Voting exclusion statement	A voting exclusion statement in respect of each of Resolutions 4 to 9 is contained in the Notice of Annual General Meeting.

4.6 Recommendation

The Directors abstain, in the interests of good corporate governance, from making a recommendation in relation to Resolutions 4 to 9.

Subject to the voting exclusions set out in the Notice of Meeting, the Chairman of the Meeting intends to vote undirected proxies in favour of Resolutions 4 to 9.

5. RESOLUTION 10 – Ratification of issue of Placement Shares under the Placement

5.1 Overview of the Capital Raise

On 12 June 2025, the Company announced a capital raise of \$8 million (the Capital Raise). The Capital Raise was made to one of the Company's largest Shareholders, existing institutional Shareholders and also attracted new institutional investors utilising the Company's placement capacity under ASX Listing Rules 7.1 and 7.1A.

16 million Shares were issued under the Capital Raise representing approximately 17.6% of the Company's Shares on issue at the time that the Capital Raise was announced. Bridge Street Capital Partners Pty Ltd acted as Lead Manager to the Placement.

The Shares issued under the Placement were priced at \$0.50 each (Offer Price) being the closing price on Friday 6 June 2025. The Offer Price represented a 10.5% premium to the 10 day VWAP of A\$0.45 per share, and a 46.5% premium to the 15-day VWAP of A\$0.34 per share. No options were offered in connection with the Placement.

The Placement funds will be deployed towards advancing the DFS and near-term mine development activities at the Bengwenyama PGM project, ahead of the planned release of an updated PFS incorporating a two-stage project development approach with lower up-front capital costs.

5.2 ASX Listing Rules 7.1, 7.1A and 7.4

Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its Shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

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Under ASX Listing Rule 7.1A, an eligible entity can seek approval from its members by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% for the 12 months following that meeting. The Company obtained approval under ASX Listing Rule 7.1A to increase its 15% limit by an extra 10% to 25% at its most recent Annual General Meeting on 28 November 2024 (the 10% Placement Facility).

On Thursday,19 June 2025 the Company issued:

13,642,500 Placement Shares utilising its capacity under ASX Listing Rule 7.1; and
2,357,500 Placement Shares utilising its capacity under ASX Listing Rule 7.1A.

The issue of the Placement Shares does not fit within any of the exceptions and, as it has not yet been approved by Shareholders, it effectively uses up the 15% limit in ASX Listing Rule 7.1 and part of the 10% limit in ASX Listing Rule 7.1A, reducing the Company's capacity to issue further Equity Securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the date of the issue and under ASX Listing Rule 7.1A.

The issue of the Placement Shares did not breach ASX Listing Rules 7.1 or 7.1A.

ASX Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made where the issue did not breach ASX Listing Rule 7.1 and as applicable, Listing Rule 7.1A. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the Company's capacity to issue further Equity Securities without Shareholder approval under that rule or ASX Listing Rule 7.1A.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1.

To this end, Resolution 10 seeks Shareholder approval of the issue of 16,000,000 Placement Shares that the Company issued under the Placement utilising its capacity under ASX Listing Rules 7.1 and 7.1A, under and for the purposes of ASX Listing Rule 7.4.

If Resolution 10 is passed, the issue of the relevant Placement Shares will be excluded in calculating the Company's 15% limit in ASX Listing Rules 7.1 and 7.1A (as extended to 25% under the 10% Placement Facility, if Resolution 11 is approved), effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the date of the issue.

If Resolution 10 is not passed, the issue of the Placement Shares will be included in calculating the Company's 15% limit in ASX Listing Rules 7.1 and 7.1A (as may be extended to 25% under the 10% Placement Facility), effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the date of the issue.

5.4 Information for the purposes of ASX Listing Rule 7.5

For the purpose of Resolution 10, the following information is provided in relation to the issue of the Shares under the Placement in accordance with ASX Listing Rule 7.5:

ASX	Listing	7.5	Information
	requirement
	Names of the allottees or basis		The allottees of the Placement Shares were sophisticated
on which they were identified or		and institutional investors who were invited to participate
	selected (7.5.1):		in the Placement bookbuild by agreement between the
			Company and the Lead Manager. No related party of the

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	Company, member of the Company's key management personnel, adviser to the Company or any of their respective Associates participated in the Placement. Mr Robert Napier Keith, an existing substantial Shareholder of the Company, was issued 9,240,000 Placement Shares representing 1% or more of the Company's issued capital in the Placement.
The number and class of	The number of Placement Shares issued under ASX
securities the entity issued or agreed to issue (7.5.2):	Listing Rules 7.1 in connection with the Placement was 13,642,500 Shares. The number of Placement Shares issued under ASX Listing Rule 7.1A in connection with the Placement was 2,357,500 Shares.
If the securities are not fully paid ordinary securities, a summary of the material terms of the securities (7.5.3):	The Placement Shares issued under the Placement were fully paid ordinary shares and rank equally in all respects with the Company's other Shares on issue.
The date or dates on which the securities were or will be issued. If the securities have not yet been issued, the date of issue must be no later than 3 months after the date of the meeting (7.5.4):	The Placement Shares were issued on Thursday, 19 June 2025.
The price or other consideration the entity has received or will receive for the issue (7.5.5):	\$0.50 per Share.
The purpose of the issue, including the use or intended use of any funds raised by the issue (7.5.6):	The proceeds from the Placement will be used by the Company as described in section 5.1 above.
If the securities were or will be issued under an agreement, a summary of any other material terms of the agreement (7.5.7):	N/A
A voting exclusion statement (7.5.8):	A voting exclusion statement in relation to Resolution 10 is included in this Notice.

5.5 Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 10.

Subject to the voting exclusion set out in the Notice of Meeting, the Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 10.

6. RESOLUTION 11 – Approval of Additional 10% Placement Facility

6.1 Background

The Company is seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility to provide the Company with additional flexibility to issue Equity Securities in appropriate circumstances. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (described further below).

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6.2 ASX Listing Rule 7.1A

ASX Listing Rules 7.1 and 7.1A are described at Section 5.2 above.

Resolution 11 seeks Shareholder approval by way of special resolution for the Company to have the 10% Placement Facility.

If Resolution 11 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 11 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in ASX Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in ASX Listing Rule 7.1.

6.3 Further requirements of ASX Listing Rule 7.1A

10% Placement Period

Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

the date that is 12 months after the date of the annual general meeting at which the approval is obtained (which, in the case of Resolution 11 will be 28 November 2026);
the time and date of the Company's 2026 annual general meeting; or
the date of the approval by holders of ordinary securities of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

("10% Placement Period").

Class of Equity Securities issued under ASX Listing Rule 7.1A

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Company currently has only one class of quoted Equity Securities on issue being Shares (ASX Code: SPD).

Issue price of Equity Securities issued under ASX Listing Rule 7.1A.3

The issue price of Equity Securities issued under ASX Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the securities; or
if the Equity Securities are not issued within 10 Trading Days of the date in the paragraph above, the date on which the Equity Securities are issued,

(the "Minimum Price").

ASX Listing Rule 7.1A4

The Company will comply with the disclosure obligations under ASX Listing Rule 7.1A.4 when it issues Equity Securities under ASX Listing Rule 7.1A.

Formula for calculating 10% Placement Facility

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As at 8 October 2025, the Company had 106,950,000 Shares on issue ("A" in the formula below) and therefore, subject to Shareholder approval being obtained under Resolution 11, based on current circumstances 10,695,000 Shares will be permitted to be issued in accordance with ASX Listing Rule 7.1A. The number of Shares that may be issued is calculated in accordance with the following formula:

(A x D) – E

A is the number of fully paid ordinary securities on issue at the commencement of 12 months immediately preceding the date of issue or agreement to issue (the relevant period):
plus the number of fully paid ordinary securities issued in the relevant period under an exception in rule 7.2 other than exception 9, 16 or 17;
plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where:
- the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or
- the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4;
plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where:
- the agreement was entered into before the commencement of the relevant period; or
- the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4;
plus the number of any other fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without Shareholder approval;
plus the number of partly paid ordinary securities that became fully paid in the relevant period; and
less the number of fully paid ordinary securities cancelled in the relevant period.

Note that 'A' has the same meaning in ASX Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%
E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under ASX Listing Rule 7.4;

Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the 10% Placement Facility is a moving calculation and will be based on the formula set out in ASX Listing Rule 7.1A.2 at the time of issue of the Equity Securities.

{27}------------------------------------------------

6.4 Specific information required by ASX Listing Rule 7.3A

Pursuant to ASX Listing Rule 7.3A, the following information is provided in relation to Resolution 11.

ASX Listing Rule 7.3A requirement	Information
A statement of the period for which the approval will be valid (as set out in rule 7.1A.1) (7.3A.1):		If Shareholder approval is granted for Resolution 11, that approval will expire at the end of the 10% Placement Period as further described above.
A statement of the minimum price at which the Equity Securities may be issued under rule 7.1A.2 (as set out in rule 7.1A.3) (7.1A.2):	Minimum Price as described further above.	The Equity Securities will be issued at an issue price of not less than the
A statement of the purposes for which the funds raised by an issue of Equity Securities under rule 7.1A.2 may be used (7.1A.3)	capital.	The Company may seek to issue the Equity Securities for cash consideration, in order to raise funds to support advancement of the DFS and near-term mine development activities at the Bengwenyama PGM project, to expedite development of the Bengwenyama PGM project and for general working
A statement of the risk of economic and voting dilution to existing ordinary	Placement Facility, including the risk that:	Shareholders should be aware that there is a risk of economic and voting dilution that may result from an issue of Equity Securities under the 10%
security holders that may result from an issue of Equity Securities under rule 7.1A.2, including the risk that:	• • the market price on the issue date,	the market price for Equity Securities may be significantly lower on the date of the issue than on the date of the meeting where approval is sought (i.e. the date of this Meeting); and the Equity Securities may be issued at a price that is at a discount to
• the market	Securities under the 10% Placement Facility.	which may have an effect on the amount of funds raised by the issue of Equity
price for Equity Securities in that class may be significantly lower on the	issue.	Any issue of Equity Securities under the 10% Placement Facility will dilute the interests of Shareholders who do not receive any Equity Securities under the
issue date than on the date of the approval under rule 7.1A; and	issue as at that date.	The table below shows the potential dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2 on the basis of the market price of Shares (being \$0.60 as at close of trade on 18 September 2025 (Issue Price)) and the current number of Shares on
• the Equity Securities may be issued at a price that is at a discount to	Placement Facility.	The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10%
the market price for those Equity	Variable 'A'	Dilution
Securities on the issue date.

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This statement must be accompanied by a table describing the potential dilution of existing ordinary security holders on the basis of at least three different assumed prices and values for the variable "A" in the formula in rule 7.1A.2, including at least one example that assumes that "A" is double the number of fully paid ordinary securities on issue at the time of the approval under rule 7.1A and that the price of fully paid ordinary securities has fallen by at least 50%. (7.3A.4):

	Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect	\$0.525 Issue Price at half the current market price	\$1.05 Issue Price at current market price	\$2.10 Issue Price at double the current market price
Current Variable 'A' 106,950,000 Shares	Shares issued	10,695,000	10,695,000	10,695,000
	Funds raised	\$5,614,875	\$11,229,750	\$22,459,500
	Dilution	10%	10%	10%
50% increase in Current Variable 'A'	Shares issued	16,042,500	16,042,500	16,042,500
160,425,000 Shares	Funds raised	\$8,422,313	\$16,844,625	\$33,689,250
	Dilution	10%	10%	10%
100% increase in Current variable 'A'	Shares issued	21,390,000	21,390,000	21,390,000
213,900,000 Shares	Funds raised	\$11,229,750	\$22,459,500	\$44,919,000
	Dilution	10%	10%	10%

The table also shows:

two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of Shares the Company has on issue as at the date of this Notice of Meeting. The number of Shares on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval, for example, a pro rata entitlement offer or future specific placements under ASX Listing Rule 7.1 that are approved at a future Shareholders' meeting; and
two examples of where the issue price of Shares has decreased by 50% and increased by 100% as against the Issue Price.

The table above has been prepared on the following additional assumptions:

the Company issues the maximum number of Shares available under the 10% Placement Facility; and
the table shows only the effect of issues of Shares under ASX Listing Rule 7.1A, not under the 15% placement capacity under ASX Listing Rule 7.1.

Details of the eligible entity's allocation policy for issues under rule 7.1A.2 in the 12 months preceding the date of the meeting:

The allottees of the Equity Securities to be issued under the 10% Placement Facility have not yet been determined. However, the allottees could consist of current Shareholders or new investors (or both).

The identity of the allottees of Equity Securities will be determined on a caseby-case basis having regard to a range of factors including:

(a) the total number of Equity Securities issued or agreed

to be issued under

the purpose of the issue;
the methods of raising funds that are available to the Company, including but not limited to, a rights issue or other issue in which existing security holders can participate;

{29}------------------------------------------------

rule 7.1A.2 in that 12-month period and the percentage they represent of the total number of Equity Securities on issue at the commencement of that 12 month period;

(b) for each such issue:
the names of the persons to whom the entity issued or agreed to issue the securities or the basis on which those persons were identified or selected;
the number and class of Equity Securities issued or agreed to be issued;
the price at which the Equity Securities were issued or agreed to be issued and the discount (if any) that the issue price represented to closing market price on the date of the issue or agreement; and
the total cash consideration received or to be received by the entity, the amount of that cash that has been spent, what it was spent on, and
the effect of the issue of the Equity Securities on the control of the Company;
the circumstances of the Company, including the financial situation and solvency of the Company;
the ASX Listing Rules and applicable law;
prevailing market conditions; and
advice from corporate, financial and broking advisers (if applicable).

June 2025 Placement

A total of 16,000,000 fully paid ordinary Shares were issued at an issue price of \$0.50 per Share under the capital raising which was announced to ASX on 12 June 2025 (the June 2025 Placement): 13,642,500 Shares were issued under ASX Listing Rule 7.1 and 2,357,500 Shares were issued under ASX Listing Rule 7.1A (LR7.1A Placement Shares).

The Company issued the Shares under the June 2025 Placement, including the LR7.1A Placement Shares, on 19 June 2025 pursuant to the approval at the 2024 AGM.

The allottees of the LR7.1A Placement Shares were sophisticated and institutional investors who were invited to subscribe for the Shares in the Placement bookbuild by agreement between the Company and the Lead Manager of the Placement (Bridge Street Capital Partners Pty Ltd). One substantial holder of the Company at the time, Mr Robert Keith, was issued Shares representing 1% or more of the Company's issued capital under the Placement.

The issue price of Shares under the June 2025 Placement was \$0.50 per Share. The Offer Price represented a 10.5% premium to the 10-day VWAP of A\$0.45 per share, and a 46.5% premium to the 15-day VWAP of A\$0.34 per share.

A total of \$8,000,000 (before costs) was raised under the June 2025 Placement, of which \$1,178,750 was raised by the issue of the LR7.1A Placement Shares.

The funds from the June 2025 Placement are being deployed towards advancing the DFS and near-term mine development activities at the Bengwenyama PGM project and contributed towards the costs of an updated PFS incorporating a two-stage project development approach with lower upfront capital costs.

Exploration and evaluation expenditure over the 3 months ending 30 September 2025 totalled \$1,069,000 primarily relating to finalisation of the Optimised Pre-Feasibility Study and ongoing project project development.

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what is the
intended use
for the
remaining
amount of that
cash (if any),
and, if the eligible
entity has agreed
before that 12
month period to
issue any Equity
Securities under
rule 7.1A.2 but as
at the date of the
meeting not yet
issued those
Equity Securities,
a statement giving
all material details
of that agreement
and an
explanation why
the Equity
Securities shave
not yet been
issued (7.3A.6):
If at the time of	A voting exclusion statement is included in the Notice of Meeting.
dispatching the notice
the entity is proposing
to make an issue of
Equity Securities
under rule 7.1A.2, a
voting exclusion
statement (7.3A.7)

6.5 Recommendation

Resolution 11 is a special resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 11.

7. RESOLUTION 12 - Approve a Change of Name to Southern Platinum Limited

7.1 Rationale for Change of Name

Section 157(1) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 12 seeks the approval of Shareholders to change the Company name to Southern Platinum Limited to better reflect the Company's strategic focus on platinum group metals and more accurately reflect the diversified metals within our portfolio.

The Board believes that the new name will more clearly communicate the diversity of the metal resources within our project portfolio beyond the unintended pure focus on palladium, which the current name suggests. Notwithstanding that the new name refers only to "platinum", it is widely

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understood that the new name would not suggest a pure focus only on platinum, but would include all PGMs (platinum group metals). It also believes that the name change will facilitate improved understanding by the market of the Company's strategy, business and value creation.

If Resolution 12 is passed, the change of name will take effect under the Corporations Act when the Australian Securities and Investments Commission (ASIC) alters the details of the Company's registration.

The Board believes that changing the name to Southern Platinum Limited will more clearly identify the Company as the developer of the highly prospective Platinum Group Metal Bengwenyama Project located in the world class Bushveld Complex in South Africa.

Once in effect, it is proposed that the Company's ASX listing code will remain unchanged as 'SPD'.

For JSE purposes, the Southern Platinum Limited will remain in the same sector with the same JSE alpha code 'SDL' and the same ISIN AU0000220808. Historical financial and trading history will also remain unchanged. Also for JSE systems the long name will be recorded as Southern Platinum Ltd and the short name will be recorded as SOUTH PLT.

7.2 Recommendation

Resolution 12 is a special resolution, requiring approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) in order to be passed.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 12.

8. RESOLUTION 13 - Approval of Conditional Placement

8.1 Overview of the Conditional Placement

On 20 October 2025 the Company announced that it had secured firm commitments to raise A\$20 million through the issue of 18,181,819 million new fully paid ordinary shares in a two-tranche placement at an issue price of A\$1.10 per share (October 2025 Capital Raise).

The October 2025 Capital Raise is being conducted in two tranches. The first tranche of 6,600,004 shares was made under the Company's existing placement capacity pursuant to ASX Listing Rule 7.1A. The second tranche of 11,581,815 shares is subject to shareholder approval under ASX Listing Rule 7.1 at the Company's Annual General Meeting (Conditional Placement).

The operation of Listing Rules 7.1 and 7.1A are described at section 5.2 above.

Resolution 13 seeks Shareholder approval for the purposes of Listing Rule 7.1 to permit the Company to issue 11,581,815 Conditional Placement Shares to sophisticated and professional investors under the Conditional Placement. This is because the Company did not have the requisite capacity under Listing Rules 7.1 or 7.1A to issue the Conditional Placement Shares at the time that it agreed to do so.

Listing Rule 7.2, Exception 17 provides that Listing Rule 7.1 does not apply to an agreement to issue equity securities that is conditional on the holders of the entity's ordinary securities approving the issue under Listing Rule 7.1 before the issue is made.

If Resolution 13 is passed, the Company will be able to issue the 11,581,815 Conditional Placement Shares to participants in the Conditional Placement, thereby raising \$12,739,996.50 of proceeds (before costs).

If Resolution 13 is not passed, the Company will be unable to issue the 11,581,815 Conditional Placement Shares to participants in the Conditional Placement and the Conditional Placement will

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not complete (meaning that the Company will not raise any proceeds from the Conditional Placement).

For shareholders to approve an issue or agreement to issue equity securities under Listing Rule 7.1, the notice of meeting must include the matters set out in Listing Rule 7.3.

8.2 Information for the purposes of ASX Listing Rule 7.3

For the purpose of Resolution 13, the following information is provided in relation to the issue of the Shares under the Placement in accordance with ASX Listing Rule 7.3:

ASX Listing Rule 7.3	Information
requirement
Names of the allottees or basis on which they were identified or selected (7.3.1):	The allottees of the Conditional Placement Shares were sophisticated and institutional investors who were invited to participate in the Placement bookbuild by agreement between the Company and Bridge Street Capital Partners as the sole lead manager for this capital raise. No related party of the Company, member of the Company's key management personnel, adviser to the Company or any of their respective Associates participated in the Placement. Mr Robert Napier Keith, an existing substantial Shareholder of the Company, was issued 4,191,290 Shares across both tranches of the capital raise announced on 20 October 2025 (representing 1% or more of the Company's issued capital).
The number and class of securities the entity issued or agreed to issue (7.3.2):	The number of Conditional Placement Shares to be issued under ASX Listing Rule 7.1 in connection with the Conditional Placement is 11,581,815 Shares.
If the securities are not fully paid ordinary securities, a summary of the material terms of the securities (7.3.3):	The Conditional Placement Shares to be issued under the October 2025 Capital Raise will be fully paid ordinary shares and rank equally in all respects with the Company's other Shares on issue.
The date or dates on which the securities were or will be issued. If the securities have not yet been issued, the date of issue must be no later than 3 months after the date of the meeting (7.3.4):	Subject to approval of this Resolution 13, the Conditional Placement Shares are expected to be issued on or around Friday, 5 December 2025. In any event, the Conditional Placement Shares will be issued no later than 3 months after the Annual General Meeting.
The price or other consideration the entity has received or will receive for the issue (7.3.5):	\$1.10 per Share.
The purpose of the issue, including the use or intended use of any funds raised by the issue (7.3.6):	The proceeds from the Placement will be used by the Company as described in section 8.1 above.
If the securities were or will be issued under an agreement, a summary of any other material terms of the agreement (7.5.7):	N/A
If the securities are be issued under, or to fund a reverse takeover, information about the reverse takeover (7.3.8):	N/A

{33}------------------------------------------------

A voting exclusion statement	A voting exclusion statement in relation to Resolution 10
(7.3.9):	is included in this Notice.

5.3 Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 13.

Subject to the voting exclusion set out in the Notice of Meeting, the Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 13.

{34}------------------------------------------------

10% Placement Facility has the meaning given in section 6.3 of the Explanatory Statement.

10% Placement Period has the meaning given in section 6.3 of the Explanatory Statement.

A\$ or \$ means the lawful currency of the Commonwealth of Australia.

Auditor means the auditor of the Company, BDO Audit Pty Ltd.

AGM, Annual General Meeting or Meeting means the annual general meeting of Shareholders, to be held on 28 November 2025 as convened by this Notice of Meeting.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691), or the financial market operated by it, as the context requires.

ASX Listing Rules means the listing rules of the ASX.

Associate has the meaning given in the ASX Listing Rules.

Board means the Board of Directors of the Company unless the context indicates otherwise.

Capital Raise has the meaning given in section 5.1 of the Explanatory Statement.

Chairman means the chairman of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or a member's spouse;
(d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the Company;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).

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

Conditional Placement has the meaning given in section 8 of the Explanatory Statement.

Conditional Placement Shares means the Shares to be issued under the Conditional Placement.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Equity Securities has the meaning given in the ASX Listing Rules.

{35}------------------------------------------------

Explanatory Statement means this explanatory statement accompanying the Notice of Meeting.

Employee Incentive means any:

(a) Option or Performance Right granted;
(b) Share(s) issued pursuant to the exercise of an Option or conversion of a Performance Right; or
(c) Incentive Shares issued,

under the Plan.

JSE means JSE Limited or the financial market operated by it, as the context requires.

Key Management Personnel has the meaning given in the ASX Listing Rules.

Managing Director means the managing director of the Company.

Notice of Meeting or Notice means the notice of Annual General Meeting which accompanies this Explanatory Statement.

October 2025 Capital Raise has the meaning given in section 8.1 of the Explanatory Statement.

Offer Price has the meaning given in section 5.1 of the Explanatory Statement.

Performance Rights means rights which are convertible into Shares subject to the satisfaction of certain performance conditions and the terms and conditions of issue set out in the Plan.

Placement has the meaning given in section 5 of the Explanatory Statement.

Placement Shares means the Shares to be issued under the Placement.

Plan means the Equity Incentive Plan as referred to in Resolution 3 and Schedule 1 in this Notice of Meeting.

Proxy Form means the proxy form included in this Notice of Meeting.

Resolution means a resolution contained in this Notice of Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share in the Company.

Share Registry means Computershare Investor Services Pty Limited.

Southern Palladium or the Company means Southern Palladium Limited ACN 646 391 899.

Trading Day has the meaning given in the ASX Listing Rules.

{36}------------------------------------------------

Schedule 1 – Summary of the Southern Palladium Limited Equity Incentive Plan

The rules of the Plan (Plan Rules or Rules) provide the framework under which the Plan and individual grants will operate. The key features of the Plan are outlined below.

Term	Information
Eligibility:	The Board may in its absolute discretion invite employees who it determines are eligible to participate in the Equity Incentive Plan to apply for Options, Performance Rights or Incentive Shares under the Equity Incentive Plan on the terms set out in the Rules and any other terms the Board considers appropriate.
Vesting conditions / performance criteria:	The vesting of Options, Performance Rights or Incentive Shares granted under the Equity Incentive Plan may be conditional on the satisfaction of time-based, performance and/or service requirements or conditions as determined by the Board and advised to the employee in his or her Offer Letter.
Other permitted vesting:	The Board has the discretion to waive or accelerate vesting conditions in respect of a particular Participant.
Exercise of Performance Rights or Options:	Unless the Board determines otherwise, a Participant must provide the Company with a Notice of Exercise Form if the Participant has satisfied any relevant vesting conditions and wishes to exercise the Performance Rights or Options.
Exercise Price:	To be determined by the Board and advised to the Participant in the Offer Letter.
Lapse/forfeiture:	A Participant's Options and/or Performance Rights shall automatically be cancelled for no consideration on the earliest to occur of the following:
	• subject to clause 15, ten (10) business days after the cessation of employment, contractual engagement or office of a Participant with the Company or any member of the Group such that the Participant is no longer an employee, contractor or officer of any member of the Group or the Company;
	• where clause 16 applies (fraud or dishonest actions);
	• if applicable Performance Criteria and/or Vesting Conditions are not achieved by the relevant time;
	• if the Board determines in its reasonable opinion that the applicable Performance Criteria and/or Vesting Conditions have not been met or cannot be met prior to the Expiry Date or the end of the Performance Period (as applicable);
	• the Expiry Date;
	• where the Board has determined that the Participant has, by any act or omission, brought the Group into disrepute or acted contrary to the interests of the Company or the Group;
	• the receipt by the Company of notice from the Participant (after a Special Circumstance has arisen with respect to the Participant) that the Participant has elected to surrender the Employee Incentives; or
	• any other circumstances specified in any Offer Letter pursuant to which the Employee Incentives were issued.
	An Offer of Options, Performance Rights and/or Incentive Shares can lapse before any of the securities detailed in such Offers are issued in the absolute discretion of the Board.
	If the Participant is a Good Leaver:

{37}------------------------------------------------

	• all vested Options which have not been exercised in accordance with the Rules will continue in force and remain exercisable for 90 days after the date the Participant becomes a Good Leaver, unless the Board determines otherwise in its sole and absolute discretion, after which the Options will lapse; and
	• the Board may at any time in its sole and absolute discretion (subject to the Corporations Act and ASX Listing Rules), do one or more of the following:
	permit some or all uninvested Employee Incentives held by the o Good Leaver to vest;
	permit such unvested Employee Incentives held by the Good o Leaver or his or her nominee(s) to continue to be held by the applicable holder, with the Board having the discretion to amend the vesting criteria (including any Offer Conditions, Performance Criteria or Vesting Conditions) or reduce the exercise period of such unvested Employee Incentives; or
	determine that the unvested Employee Incentives will lapse. o
	Where a person is a Good Leaver due to a Special Circumstance, the Nominated Beneficiary shall be entitled to benefit from any exercise of the above discretionary powers by the Board.
	Where a Participant who holds Employee Incentives becomes a Bad Leaver:
	• unless the Board determines otherwise, in its sole and absolute discretion, all vested and unvested Employee Incentives will lapse; and
	• the Board may determine to exercise the right to buy back any Shares issued upon exercise of an Option or conversion of a Performance Rights in accordance with clause 17.
Restrictions on transfer:	The Board may at any time request that the Company's Share Registry to impose a holding lock on any Employee Incentives issued pursuant to this Plan where the Board determines or reasonably believes (in its absolute discretion) that a Participant (or a Former Participant while they were employed by the Company or a member of the Group) has or may breach these Rules.
Rights attached to Shares:	Any Shares allotted, issued or transferred by the Company to a Participant under the Plan will rank equally with all existing Shares on and from the date of allotment, issue or transfer in respect of all rights, bonus issues and dividends which have a record date for determining entitlements on or after the date of allotment, issue, or transfer of those Shares.
Redemption of Options / Performance	The Board may in its absolute discretion redeem or cancel:
Rights:	• any Unvested Options or Performance Rights which have not vested held by a Participant with the consent of that Participant; and • any Vested Options or vested Performance rights held by a Participant with the consent of that Participant.
Adjustments:	If the Company makes any new issue of securities or alterations to its capital by way of a rights issue, bonus issue or other distribution of capital, reduction of capital or reconstruction of capital then the Board may make adjustments to the rights attaching to those Shares, Performance Rights or Options on any basis it deems fit in its discretion.
Limits on Performance Rights issued:	Unless otherwise determined by the Board in its sole and absolute discretion (but subject to clause 3), the Board may make any number of issues to Eligible Employees, as set out in any Offer, notwithstanding that an issue or issues may have been previously made to any Eligible Employee.
Indeterminate Rights:	The Board may, in its absolute discretion, issue Indeterminate Rights (as defined in section 83A-340 of the Income Tax Assessment Act 1997 (Cth)) to an Eligible Employee.

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The Board must specify in any Offer Letter whether Options or Performance Rights are to be treated as Indeterminate Rights.

The terms attaching to any Indeterminate Rights issued under these Rules must be specified in the Offer Letter issued to the Eligible Employee.

If the Board issues Indeterminate Rights to an Eligible Employee under these Rules:

unless otherwise specified in the Eligible Employee's Offer Letter, these Rules shall apply to the Indeterminate Rights such that any reference to 'Option' or 'Performance Right' (as applicable) shall be taken to include 'Indeterminate Right' and with any other amendments as may be necessary to ensure these Rules apply to the Indeterminate Rights in substantially the same way; and
the Board may satisfy the Indeterminate Rights by, at the Board's election:
o paying an amount of cash to the Eligible Employee; and/or
o issuing a number of Shares under the Plan to the Eligible Employee.
The applicable Eligible Employee has no discretion as to how the Indeterminate Rights are to be satisfied.
Unless the Board determines otherwise, any cash payment made in respect of Indeterminate Rights is inclusive of superannuation that applies in respect of the payment (if any).

Suspension or termination:

Subject to clause 23.2, the Board may at any time terminate or amend the Plan or suspend the operation of the Plan for such period or periods as it thinks fit.

In passing a resolution to terminate, amend or suspend the operation of the Plan, the Board must consider and endeavour to ensure that there is fair and equitable treatment of all Participants.

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Schedule 2 –Terms of Issue of the Performance Right (Resolutions 4-5)

Note that Resolutions 4 and 5, and this schedule, relate to Performance Rights in respect of Mr Roger Baxter as Executive Chairman and Mr Johan Odendaal as Managing Director, and not to the Non-Executive Directors.

The proposed issue of Performance Rights is designed to incentivise Messrs Baxter and Odendaal to transition the Company as efficiently as possible from its current state to commencement of mine construction.

1. Unless specified in the terms of an offer under the Plan, no amount is payable for a grant of Performance Rights.
1. Each Performance Right shall carry the right in favour of a Performance Right holder to subscribe for one fully paid ordinary Share in the capital of the Company subject to the Performance Rights vesting.
1. Each Performance Right expires and will automatically lapse at 5.00 pm (Sydney, New South Wales time) on the date being 2 years after the date on which such Performance Right vested, subject to earlier expiration, lapse or cancellation in accordance with the terms of the Plan.
1. Performance Rights shall vest subject to the satisfaction of Milestone Performance Conditions and service conditions as set out below, contingent on continued service as a Director of the Company:

Milestone Performance Conditions	Percentage of Performance Rights to Vest upon satisfaction of Milestone Performance Conditions
Independent Peer and Board approval of Definitive Feasibility Study	10%
Obtain all permits, licenses and approvals needed for Stage 1 construction	15%
Concentrate/ Offtake(s) / strategic prepay on value terms as required for Stage 1	15%
Stage 1 Financing package secured (debt/equity/partner)	15%
Stage 1 Final Investment Decision (FID)	15%
Decline constructed to UG2 orebody	15%
Stage 1 Construction — commencement and early progress	15%

The Performance Rights will be subject to safety and ESG modifiers as determined by the Board.

Following each vesting, Directors have a two-year exercise window to exercise their Performance Rights into ordinary shares.

1. Performance Rights may only be exercised if permitted by the Plan and on the terms of issue. Performance Rights cannot be exercised unless vested in accordance with the terms of issue.
1. The exercise price of each Performance Right shall be nil as specified in the terms of issue of that Performance Right.

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1. Performance Rights shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Performance Right holder to exercise all or a specified number of Performance Rights, accompanied by the relevant Performance Right certificate (if any).
1. An exercise of only some Performance Rights shall not affect the rights of the Performance Right holder for the balance of the Performance Rights held by him or her.
1. If a Performance Right is exercised in accordance with this Plan and its terms of issue, the Company shall issue the resultant Share and deliver notification of shareholding within ten (10) business days of the exercise of a Performance Right or such longer time as may be determined by the Board and as permitted under the listing rules of ASX (if applicable) and the Constitution.
1. Shares issued pursuant to the exercise of Performance Rights shall rank equally with existing Shares of the Company in all respects from the date of issue of the Share. If admitted to the official list of ASX at the time of issue of the Share, the Company will apply for official quotation by ASX of the Shares issued upon exercise of a Performance Right, subject to any restriction obligations imposed by ASX.
1. Performance Rights may not be transferred, assigned or otherwise dealt with except in accordance with the Plan.
1. The Company is not bound to recognise any transfer or assignment of Performance Rights unless made in accordance with the Plan and then only if a copy of the duly executed instrument of assignment or transfer is lodged with the Company.
1. Holders of Performance Rights which have vested will be permitted to participate in any new pro-rata issue of securities of the Company subject to the prior exercise of the Performance Right and any restriction obligations.
1. If the Company makes a bonus issue of Shares or other securities to shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued in respect of a Performance Right before the record date for determining entitlements to the issue, then the number of underlying Shares over which the Performance Right is exercisable is increased by the number of Shares which the Performance Right holder would have received if the Performance Right holder had exercised the Performance Right before the record date for determining entitlements to the issue, in accordance with the Listing Rules.
1. If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Performance Right holder (including the number of Performance Rights to which each Performance Right holder is entitled) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
1. Any calculations or adjustments which are required to be made under these Performance Right Terms of Issue will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Performance Right holder.
1. The Company must within a reasonable period give to each Performance Right holder notice of any change under paragraphs 14 to 16 (inclusive) the number of Shares for which the Performance Right holder is entitled to subscribe on exercise of the Performance Rights.
1. The Performance Rights will not give any right to participate in dividends until Shares are issued pursuant to the exercise of the relevant Performance Rights.
1. Performance Rights issued under the Plan do not confer upon the holder a right to receive notices of general meetings (except as may be required by law), nor any right to attend, speak at or vote at general meetings of the Company.

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1. A Performance Right holder must only exercise a minimum of 100,000 Performance Rights, and thereafter in multiples of 50,000, unless a Performance Right holder exercises all of its Performance Rights.
1. These Performance Right Terms of Issue and the rights and obligations of Performance Right holders are governed by the laws of New South Wales. Each Performance Right holder irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia and any courts that may hear appeals from those courts about any proceedings in connection with these Performance Rights.

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Schedule 3 –Terms of Issue of the Zero Exercise Price Options (ZEPO/s) (Resolutions 6-9)

Note that Resolutions 6 to 9, and this schedule, relate to ZEPOs in respect of the Non-Executive Directors.

The proposed issue of ZEPOs is designed to incentivise the Non-Executive Directors to oversee and assist in the efficient transition of the Company from its current state to commencement of mine construction, without imposing performance criteria that could be perceived to impede their independence. As such, the proposed ZEPOs are in lieu of a portion of cash Director's fees, subject to continued service over the forthcoming three years.

1. Unless specified in the terms of an offer under the Plan, no amount is payable for a grant of ZEPOs.
1. Each ZEPO shall carry the right in favour of an ZEPO holder to subscribe for one fully paid ordinary Share in the capital of the Company.
1. Each ZEPO expires and will automatically lapse at 5.00 pm (Sydney, New South Wales time) on the date being 2 years after the date on which such ZEPO vested, subject to earlier expiration, lapse or cancellation in accordance with the terms of the Plan.
1. One twelfth of the ZEPOs granted shall vest each quarter over three years, contingent solely on continued service as a Director of the Company. Following each vesting, Directors have a two-year exercise window to exercise their ZEPOs into ordinary shares
1. ZEPOs may only be exercised if permitted by the Plan and on the terms of issue. ZEPOs cannot be exercised unless vested in accordance with the terms of issue.
1. The exercise price of each ZEPO shall be nil as specified in the terms of issue of that ZEPO.
1. ZEPOs shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the ZEPO holder to exercise all or a specified number of ZEPOs, accompanied by the relevant ZEPO certificate (if any).
1. An exercise of only some ZEPOs shall not affect the rights of the ZEPO holder for the balance of the ZEPOs held by him or her.
1. If a ZEPO is exercised in accordance with this Plan and its terms of issue, the Company shall issue the resultant Share and deliver notification of shareholding within ten (10) business days of the exercise of a ZEPO or such longer time as may be determined by the Board and as permitted under the listing rules of ASX (if applicable) and the Constitution.
1. Shares issued pursuant to the exercise of ZEPOs shall rank equally with existing Shares of the Company in all respects from the date of issue of the Share. If admitted to the official list of ASX at the time of issue of the Share, the Company will apply for official quotation by ASX of the Shares issued upon exercise of an Option, subject to any restriction obligations imposed by ASX.
1. ZEPOs may not be transferred, assigned or otherwise dealt with except in accordance with the Plan.
1. The Company is not bound to recognise any transfer or assignment of ZEPOs unless made in accordance with the Plan and then only if a copy of the duly executed instrument of assignment or transfer is lodged with the Company.
1. Holders of ZEPOs which have vested will be permitted to participate in any new pro-rata issue of securities of the Company subject to the prior exercise of the Options and any restriction obligations.

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1. If the Company makes a bonus issue of Shares or other securities to shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued in respect of a ZEPO before the record date for determining entitlements to the issue, then the number of underlying Shares over which the ZEPO is exercisable is increased by the number of Shares which the ZEPO holder would have received if the ZEPO holder had exercised the ZEPO before the record date for determining entitlements to the issue, in accordance with the Listing Rules.
1. If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the ZEPO holder (including the number of ZEPOs to which each ZEPO holder is entitled) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
1. Any calculations or adjustments which are required to be made under these ZEPO Terms of Issue will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the ZEPO holder.
1. The Company must within a reasonable period give to each ZEPO holder notice of any change under paragraphs 14 to 16 (inclusive) the number of Shares for which the ZEPO holder is entitled to subscribe on exercise of the ZEPOs.
1. The ZEPOs will not give any right to participate in dividends until Shares are issued pursuant to the exercise of the relevant ZEPOs.
1. ZEPOs issued under the Plan do not confer upon the holder a right to receive notices of general meetings (except as may be required by law), nor any right to attend, speak at or vote at general meetings of the Company.
1. An ZEPO holder must only exercise a minimum of 100,000 ZEPOs, and thereafter in multiples of 50,000, unless an ZEPO holder exercises all of its ZEPOs.
1. These ZEPO Terms of Issue and the rights and obligations of ZEPO holders are governed by the laws of New South Wales. Each ZEPO holder irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia and any courts that may hear appeals from those courts about any proceedings in connection with these ZEPOs.

AI assistant

SOUTHERN PALLADIUM LIMITED — Proxy Solicitation & Information Statement 2025

48821_rns_2025-10-27_bca620e8-15b0-4ed8-a996-3c47ea22e4b0.pdf

Southern Palladium Limited

Notice of Annual General Meeting 2025

ENQUIRIES

Notice of Annual General Meeting and Explanatory Statement

2025 Annual Report:

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR ATTENTION

ITEMS OF BUSINESS

Item 1. Receipt of the Financial Report for the year ended 30 June 2025

Resolution 1 – Remuneration Report

Voting exclusion:

Resolution 2 – Re-elect Mr Robert Thomson as a Director of the Company

Voting exclusion:

Resolution 3 – Approval of Issues of Equity Securities under Equity Incentive Plan

Voting exclusion:

Voting prohibition statement:

Resolution 4 – Proposed Issue of Performance Rights under the Equity Incentive Plan to Mr Roger Baxter (Executive Chairman)

Voting exclusion:

Voting prohibition statement:

Resolution 5 – Proposed Issue of Performance Rights under the Equity Incentive Plan to Mr Johan Odendaal (Managing Director)

Voting exclusion:

Voting prohibition statement:

Resolution 6 – Proposed Issue of Zero Exercise Price Options under the Equity Incentive Plan to Mr Mike Stirzaker (Non-Executive Director)

Voting exclusion:

Voting prohibition statement:

Resolution 7 – Proposed Issue of Zero Exercise Price Options under the Equity Incentive Plan to Mr Robert Thomson (Non-Executive Director)

Voting exclusion:

Voting prohibition statement:

Resolution 8 – Proposed Issue of Zero Exercise Price Options under the Equity Incentive Plan to Mr Daniel van Heerden (Non-Executive Director)

Voting exclusion:

Voting prohibition statement:

Resolution 9 – Proposed Issue of Zero Exercise Price Options under the Equity Incentive Plan to Ms Lindi Nkosi-Thomas (Non-Executive Director)

Voting exclusion:

Voting prohibition statement:

Resolution 10 – Ratification of issue of Placement Shares under the Placement

Voting exclusion:

Resolution 11 – Approval of extra 10% Placement Facility

Voting exclusion:

Resolution 12 – Approve a Change of Name to Southern Platinum Limited

Voting exclusion:

Resolution 13 – Approval of Conditional Placement

Voting exclusion:

KEY DATES – NOTICE OF AGM

PROPOSED KEY DATES – NAME CHANGE

ENQUIRIES

ENTITLEMENT TO VOTE

2025 ANNUAL REPORT:

HOW TO VOTE:

PROXIES:

CORPORATE REPRESENTATIVES

EXPLANATORY STATEMENT

ITEM 1: Financial Report – Year ended 30 June 2025

1. RESOLUTION 1: Remuneration Report

Recommendation

2. RESOLUTION 2: Re-Election of Mr Robert Thomson as a Director

2.1 ASX Listing Rules 14.4, 14.5 and the Constitution of the Company

2.2 Key Information relating to Mr Robert Thomson – Independent Non-Executive Director

2.3 Recommendation

3. RESOLUTION 3 – Approval to issue securities under the Southern Palladium Equity Incentive Plan

3.1 Background

3.2 ASX Listing Rule 7.2, Exception 13(b)

3.3 Rationale for the Equity Incentive Plan

3.4 Specific information required by ASX Listing Rule 7.2

3.5 Recommendation

4. RESOLUTIONS 4 to 9 – Proposed Grant of Equity Securities to Directors

4.1 Background

4.2 Purpose of resolution

4.3 Key terms of Employee Incentives

4.4 Overview of regulatory approval requirements

(a) ASX Listing Rules requirements – ASX Listing Rule 10.14

(b) Corporations Act requirements – Chapter 2E

(c) Corporations Act requirements – Sections 200B and 200E of the Corporations Act

4.5 Specific information required by ASX Listing Rule 10.15

4.6 Recommendation

5. RESOLUTION 10 – Ratification of issue of Placement Shares under the Placement

5.1 Overview of the Capital Raise

5.2 ASX Listing Rules 7.1, 7.1A and 7.4

5.4 Information for the purposes of ASX Listing Rule 7.5

SOUTHERN PALLADIUM LIMITED Proxy Solicitation & Information Statement 2025