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SYRAH RESOURCES LIMITED Proxy Solicitation & Information Statement 2026
65887_rns_2026-04-21_d82e1d1a-02b5-4c54-96dc-b5a873c0bf22.pdf
Proxy Solicitation & Information Statement
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SYRAH RESOURCES
22 April 2026
SYRAH RESOURCES LIMITED - ANNUAL GENERAL MEETING OF SHAREHOLDERS – 22 MAY 2026
Notice is hereby given that the Annual General Meeting of Shareholders of Syrah Resources Limited (“Syrah” or the “Company”) will be held at 10:00am (AEST) on Friday, 22 May 2026 at Oaks Melbourne on Market Hotel, Market Room 1 & 2, Level 1, 60 Market Street, Melbourne VIC 3000 (“AGM”). Notice is also given that the Company’s Annual Report for the year ended 31 December 2025 (“Annual Report”) is available.
Recent legislative changes to the Corporations Act 2001 (Cth) means there are new options available to shareholders as to how the communication from the Company can be received. The Company will not be dispatching physical copies of the meeting documents and notices, including the Notice of Meeting for the AGM, unless you request a physical copy to be posted to you.
The Notice of Meeting, accompanying explanatory statement and Annual Report (Meeting Materials) are being made available to shareholders electronically. This means that:
- You can access the Meeting Materials online at the Company’s website: https://www.syrahresources.com.au/ or at the Company’s share registry’s website www.investorvote.com.au.
- A complete copy of the Meeting Materials has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “SYR”.
- If you have provided an email address and have elected to receive electronic communications from the Company, you will have received or will receive an email to your nominated email address with a link to an electronic copy of the Meeting Materials and the voting instruction form.
Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To review your communications preferences or sign up to receive your shareholder communications via email, please update your details at https://www.computershare.com/au. If you have not yet registered, you will need your shareholder information including SRN/HIN details.
If you are unable to access the Meeting Materials online at the above website links please contact our share registry Computershare Investor Services Pty Limited https://www.computershare.com/au or by phone on +61 3 9415 5000 (outside Australia) or 1300 850 505 (within Australia) to obtain a copy.
Yours sincerely,
Stefan Ross
Company Secretary
Syrah Resources Limited
Syrah Resources Limited
ABN 77 125 242 284
Registered Office
Suite 2, Level 11, 385 Bourke Street, Melbourne VIC 3000
www.syrahresources.com.au
T +61 3 9670 7264
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SYRAH RESOURCES
Notice of Annual General Meeting and Explanatory Memorandum
The Annual General Meeting of
SYRAH RESOURCES LIMITED
ACN 125 242 284
Will be held at
10.00AM (AEST) on Friday, 22 May 2026
at
Oaks Melbourne on Market Hotel
Market Room 1 & 2, Level 1, 60 Market Street
Melbourne VIC 3000
This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor, or other professional advisor without delay.
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SYRAH RESOURCES LIMITED
ACN 125 242 284
Registered Office: Suite 2, Level 11, 385 Bourke Street, Melbourne VIC 3000
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting (AGM) of shareholders of Syrah Resources Limited (Syrah or the Company) will be held at:
Venue: Oaks Melbourne on Market Hotel, Market Room 1 & 2, Level 1, 60 Market Street, Melbourne VIC 3000
Date: Friday, 22 May 2026
Time: 10.00am (AEST)
Chair's Letter
22 April 2026
Dear Syrah Shareholders
On behalf of the Syrah Board, it is my pleasure to invite you to the 2026 Annual General Meeting (AGM) of Syrah Resources Limited (Syrah or the Company), which will take place on Friday, 22 May 2026 at 10.00am (AEST). The AGM will be held at the Oaks on Market Hotel, Market Room 1 & 2, Level 1, 60, Market Street Melbourne, 3000. This Notice of Meeting, and the Explanatory Memorandum and Proxy Form which form part of it, contains important information about the business that will be dealt with at the 2026 AGM.
Information how to participate in Syrah's 2026 AGM and vote on the Resolutions is set out in this Notice.
The Notice of Meeting includes important Resolutions concerning the adoption of the Company's remuneration report (Resolution 1), election of myself and Robert Edel as directors (Resolutions 2 and 3), the re-election of Sara Watts and Jose Manual Caldeira as directors (Resolutions 4 and 5), approval of certain executive and director remuneration awards (Resolutions 6 to 10), and ratifying the prior issue of shares issued under the Placement in August 2025 (Resolution 11), which will have the effect of refreshing the Company's 15% Placement capacity under Listing Rule 7.1.
Your Board believes the Resolutions proposed in the Notice and described in the Explanatory Notes are in the best interests of Syrah Shareholders. Subject to the exclusions stated in the Notice, the Board unanimously recommends that you vote in favour of all Resolutions. If you appoint me as your proxy, or I become your proxy by default but you do not direct me how to vote, I intend to vote in favour of all Resolutions.
Thank you for your continued support of Syrah and I look forward to your participation at the AGM.
Yours sincerely
Samantha Hogg
Chair
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Agenda
The Explanatory Memorandum and Proxy Form which accompany and form part of this Notice, describe in more detail the matters to be considered. Please consider this Notice, the Explanatory Memorandum and the Proxy Form in their entirety.
Capitalised terms not otherwise defined in this Notice have the meaning given in the Explanatory Memorandum which accompanies this Notice.
ORDINARY BUSINESS
Receipt and consideration of Accounts and Reports
To receive and consider the Financial Report of the Company, together with the Directors' Report and Auditor's Report as set out in the Company's Annual Report for the year ended 31 December 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 Adoption of Remuneration Report
To consider and, if thought fit, pass the following non-binding resolution as an ordinary resolution:
"That, the Company's Remuneration Report for the financial year ended 31 December 2025 be adopted."
The Remuneration Report is set out on pages 51 – 77 of the Company's Annual Report. Please note that the vote on this resolution is advisory only and does not bind the Directors or the Company.
A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum.
Resolution 2 Election of Mrs Samantha Hogg as a Director of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Mrs Samantha Hogg, having been appointed to the Board since the last Annual General Meeting of the Company, and retiring as a Director of the Company in accordance with the Company's constitution, be elected as a Director of the Company."
Resolution 3 Election of Mr Robert Edel as a Director of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Mr Robert Edel, having been appointed to the Board since the last Annual General Meeting of the Company, and retiring as a Director of the Company in accordance with the Company's constitution, be elected as a Director of the Company."
Resolution 4 Re-election of Ms Sara Watts as a Director of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, Ms Sara Watts, being a Director of the Company who retires by rotation in accordance with the Company's constitution, be re-elected as a Director of the Company."
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Resolution 5 Re-election of Mr Jose Manuel Caldeira as a Director of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, Mr Jose Manual Caldeira, being a Director of the Company who retires by rotation in accordance with the Company's constitution, be re-elected as a Director of the Company."
Resolution 6 Approval to grant 2,029,373 performance rights to Mr Shaun Verner (or his nominee) as his 2026 Long Term Incentive
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, approval be given to grant 2,029,373 Performance Rights to Mr Shaun Verner (or his nominee), a Director of the Company, as Mr Verner's 2026 Long Term Incentive, and issue any Shares on vesting and exercise of those Performance Rights, under the Equity Incentive Plan and on the terms described in the Explanatory Memorandum."
A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum.
Resolution 7 Approval to issue Shares to Mr Shaun Verner (or his nominee) as his 2025 Short Term Incentive
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to issue Shares to Mr Shaun Verner (or his nominee), a Director of the Company, as Mr Verner's 2025 Short Term Incentive under the Equity Incentive Plan and on terms described in the Explanatory Memorandum."
A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum.
Resolution 8(a) Approval to issue 137,931 share rights under the Non-Executive Director Share Rights Plan – equity grant – to Mrs Samantha Hogg (or her nominee)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant 137,931 share rights and allocate shares in the Company on vesting of those share rights to Mrs Samantha Hogg (or her nominee) under the Non-Executive Director Share Rights Plan and on the terms described in the Explanatory Memorandum."
A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum.
Resolution 8(b) Approval to issue 137,931 share rights under the Non-Executive Director Share Rights Plan – equity grant – to Ms Sara Watts (or her nominee)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant 137,931 share rights and allocate shares in the Company on vesting of those share rights to Ms Sara Watts (or her nominee) under the Non-Executive Director Share Rights Plan and on the terms described in the Explanatory Memorandum."
A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum.
Resolution 8(c) Approval to issue 137,931 share rights under the Non-Executive Director Share Rights Plan – equity grant – to Ms Lisa Bahash (or her nominee)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant 137,931 share rights and allocate shares in the Company on vesting of those share rights to Ms Lisa Bahash (or her nominee) under the Non-Executive Director Share Rights Plan and on the terms described in the Explanatory Memorandum."
A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum.
Resolution 8(d) Approval to issue 137,931 share rights under the Non-Executive Director Share Rights Plan – equity grant – to Mr Jose Manuel Caldeira (or his nominee)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant 137,931 share rights and allocate shares in the Company on vesting of those share rights to Mr Jose Manuel Caldeira (or his nominee) under the Non-Executive Director Share Rights Plan and on the terms described in the Explanatory Memorandum."
A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum.
Resolution 8(e) Approval to issue 137,931 share rights under the Non-Executive Director Share Rights Plan – equity grant – to Mr John Beevers (or his nominee)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant 137,931 share rights and allocate shares in the Company on vesting of those share rights to Mr John Beevers (or his nominee) under the Non-Executive Director Share Rights Plan and on the terms described in the Explanatory Memorandum."
A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum.
Resolution 8(f) Approval to issue 137,931 share rights under the Non-Executive Director Share Rights Plan – equity grant – to Mr Robert Edel (or his nominee)
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.14 and for all other purposes, approval be given to grant 137,931 share rights and allocate shares in the Company on vesting of those share rights to Mr Robert Edel (or his nominee) under the Non-Executive Director Share Rights Plan and on the terms described in the Explanatory Memorandum."
A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum.
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Resolution 9 Approval to grant 200,000 performance rights to Mrs Samantha Hogg (or her nominee) as a Long Term Incentive
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, approval be given to grant 200,000 Performance Rights, and issue any Shares on vesting and exercise of those Performance Rights, to Mrs Samantha Hogg (or her nominee), a Director of the Company, as Mrs Hogg's Long Term Incentive under the Equity Incentive Plan and on the terms described in the Explanatory Memorandum."
A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum.
Resolution 10 Approval to grant 100,000 performance rights to Mr Robert Edel (or his nominee) as a Long Term Incentive
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, approval be given to grant 100,000 Performance Rights, and issue any Shares on vesting and exercise of those Performance Rights, to Mr Robert Edel (or his nominee), a Director of the Company, as Mr Edel's Long Term Incentive under the Equity Incentive Plan and on the terms described in the Explanatory Memorandum."
A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum.
Resolution 11 Ratification of prior issue of 76,934,677 Shares under the Placement
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of Listing Rule 7.4 and for all other purposes, approval be given for the ratification of the prior issue of 76,934,677 Shares under the Placement on the terms and conditions described in the Explanatory Memorandum."
A voting exclusion applies to this Resolution as outlined in the Explanatory Memorandum.
By order of the Board
Stefan Ross
Company Secretary
Dated: 22 April 2026
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SYRAH RESOURCES LIMITED
ACN 125 242 284
EXPLANATORY MEMORANDUM
Purpose of Explanatory Memorandum
This Explanatory Memorandum provides further detail in respect of the Resolutions (including why Shareholders may vote in favour of or against the Resolutions) and should be read in its entirety (along with the Notice).
If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor, or other professional advisor without delay.
Receipt and consideration of Accounts and Reports
Under the Corporations Act, the Directors of the Company must table the Financial Report, the Directors' Report (including the Remuneration Report) and the Auditor's Report for the year ended 31 December 2025.
These reports are set out in the 2025 Annual Report. Shareholders who elected to receive a printed copy of annual reports should have received the 2025 Annual Report with this Notice of AGM. In accordance with section 314(1AF) of the Corporations Act, you may access the 2025 Annual Report at the Company's website: www.syrahresources.com.au or via the Company's announcement platform on ASX. Except as set out in Resolution 1 (adoption of the Remuneration Report), no resolution is required on these reports.
Resolution 1 Adoption of Remuneration Report
Section 250R (2) of the Corporations Act requires that a resolution to adopt the Remuneration Report must be put to the vote at the AGM. The vote on this Resolution is advisory only and does not bind the Directors or the Company.
The Remuneration Report is set out in the Directors' Report in the Company's 2025 Annual Report. The Remuneration Report sets out the Company's remuneration arrangements for the Directors and senior management of the Company.
It includes information on the elements of remuneration that are performance based, the performance conditions that apply and the methodology used to assess the achievement of these performance conditions.
The Company's remuneration strategy is designed to provide a link between the achievement of the Company's strategic objectives and executive rewards. It is designed to reward, motivate and retain the Company's executive team through market competitive remuneration and benefits, to support the continued success of the Company's businesses and ultimately to create shareholder value.
In accordance with Section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the Remuneration Report at the AGM.
In accordance with Division 9 of Part 2G.2 of the Corporations Act, if twenty five (25%) per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGM's, Shareholders will be required to vote at the second of those AGM's on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's Directors (other than the Managing Director) must go up for re-election.
The Directors will consider the outcome of the vote and address any comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company's remuneration policies for future years.
Board recommendation
Noting that:
i. each Director has a personal interest in their own remuneration from the Company (as such interests are described in the Remuneration Report), and
ii. as described in the voting exclusions for this resolution (set out below and in the Notice of AGM), that each Director (or Closely Related Party of a Director) is excluded from voting their shares on this resolution,
the Directors unanimously recommend that Shareholders vote in favour of Resolution 1 to adopt the Remuneration Report.
Voting intention
The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 1.
Voting exclusions
In accordance with sections 250R(4) and 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity), and the Company will disregard any votes purported to be cast, on this resolution by, or on behalf of, a member of the Key Management Personnel (KMP), details of whose remuneration are included in the remuneration report, or a closely related party of such a member (KMP voter), unless the KMP voter is casting a vote on this resolution as a proxy for a person who is not a KMP voter and either:
a. KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or
b. the KMP voter is by the Chair of the meeting and the appointment of the Chair as proxy:
i. does not specify the way the proxy is to vote on the resolution; and
ii. expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company or the consolidated entity.
If you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company.
If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 1. In exceptional circumstances, the Chair may change her voting intention on the Resolution, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.
Furthermore, a vote must not be cast as proxy on Resolution 1 by a member of the Key Management Personnel (as defined by the Corporations Act) or a closely related party of Key Management Personnel.
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However, a person described above (a “Restricted Voter”) may cast a vote on Resolution 1 as a proxy if:
a. The Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
b. The Chair is the Restricted Voter and the written appointment of the Chair as proxy does not specify the way the proxy is to vote on the Resolution or expressly authorises the Chair to exercise the proxy even though the Resolution is or are connected with the remuneration of a member of the KMP.
c. if you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company.
Resolution 2 Election of Mrs Samantha Hogg as a Director of the Company
Background
Mrs Hogg was appointed as a Non-Executive Director by the Board on 5 December 2025, and became Chair of the Board on 1 January 2026, following the retirement of Jim Askew on 31 December 2025. The Company's constitution requires that a Director appointed by the Board must retire from office at the next annual general meeting following his or her appointment. Mrs Hogg, being eligible for election, offers herself for election as a Director. Mrs Hogg is considered by the Board to be an independent Non-Executive Director.
Mrs. Hogg has international executive experience across the transport, infrastructure, energy and resources sectors. She held senior executive positions at Transurban Group and WMC Resources across a broad range of portfolios including finance, strategic projects, marketing and corporate services. Her most recent executive role was as the Chief Financial Officer of Transurban Group.
Mrs. Hogg is currently Non-Executive Director of Cleanaway Waste Management Limited, Graincorp Limited and IGO Limited. She was formerly Deputy Chair, Lead Independent Non-Executive Director of Adbri Limited, a Non-Executive Director of De Grey Mining Limited, Australian Renewable Energy Agency, TasRail, MaxiTRANS Industries Limited, Hydro Tasmania and Infrastructure Australia, and Chair of Marinus Link Pty Ltd and Tasmanian Irrigation.
Mrs. Hogg holds a Bachelor of Commerce and is a member of the Australian Institute of Company Directors.
Mrs Hogg is a member of the Syrah Audit and Risk Committee and a member of the Remuneration, Nomination and Governance Committee.
Board recommendation
The Board (Mrs Hogg abstaining) recommends that Shareholders vote in favour of Resolution 2.
Voting intention
The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 2.
Voting exclusions
No voting exclusion applies to this resolution.
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Resolution 3 Election of Mr Robert Edel as a Director of the Company
Background
Mr Edel was appointed as a Non-Executive Director by the Board on 17 July 2025. The Company's constitution requires that a Director appointed by the Board must retire from office at the next annual general meeting following his or her appointment. Mr Edel, being eligible for election, offers himself for election as a Director. Mr Edel is considered by the Board to be a non-independent Non-Executive Director, given he was nominated by AustralianSuper Pty Ltd as a nominated Director. Mr Edel is not an employee or officer of AustralianSuper.
Mr Edel is a commercial lawyer and corporate adviser with over 35 years' experience in the acquisition, development and operation of projects in the mining, energy and infrastructure sectors, including renewables energy and digital infrastructure. He was formerly Global Head of Mining at King & Wood Mallesons and previously held the same role at another major international firm. He has extensive experience advising on the acquisition and development of projects across a wide variety of African jurisdictions.
Mr Edel currently serves on the board of the Northern Australia Infrastructure Facility, having previously served on the boards of the Fremantle Port Authority and a Northern Australian not-for-profit.
Mr. Edel holds a Bachelor of Laws from the University of Western Australia and a Master of Laws from King's College London. He also attended an executive education program at Harvard Business School and is a Fellow of the Australian Institute of Company Directors.
Mr Edel is a member of the Syrah Audit and Risk Committee and a member of the Sustainability Committee.
Board recommendation
The Board (Mr Edel abstaining) recommends that Shareholders vote in favour of Resolution 3.
Voting intention
The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 3.
Voting exclusions
No voting exclusion applies to this resolution.
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Resolution 4 Re-election of Ms Sara Watts as a Director of the Company
Background
Ms Watts was appointed as a Non-Executive Director by the Board on 3 June 2019. She was last re-elected by Shareholders on 19 May 2023. The constitution requires that at every AGM one-third of the Directors retire from office, as well as any other Director who would otherwise have been in office for three or more AGM's since he or she was last elected to office.
Ms Watts will retire at the conclusion of the Meeting and, being eligible for re-election, offers herself for re-election as a Director.
Ms Watts has been a director and audit and risk chair for over 15 years across a range of sectors including technology, logistics, arts and disability. She has over 30 years of financial, operational and international experience and has been involved in multiple technology transformation projects. Her executive experience includes Head of Internal Audit for IBM Asia Pacific, Chief Financial Officer of IBM Australia/New Zealand, Vice-Principal (Operations) at the University of Sydney, and interim CEO of City West Housing.
Ms Watts is Chair of the Syrah Audit and Risk Committee and a member of the Remuneration, Nomination and Governance Committee.
Ms Watts is considered by the Board to be an independent Non-Executive Director.
She is also currently a Non-Executive Director of Nuix Limited (ASX: NXL).
Board recommendation
The Board (Ms Watts abstaining) recommends that Shareholders vote in favour of Resolution 4.
Voting intention
The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 4.
Voting exclusions
No voting exclusion applies to this resolution.
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Resolution 5 Re-election of Mr Jose Manuel Caldeira as a Director of the Company
Background
Mr Caldeira was appointed as a Non-Executive Director by the Board on 22 July 2014. He was last re-elected by Shareholders on 19 May 2023. The constitution requires that at every AGM one-third of the Directors retire from office, as well as any other Director who would otherwise have been in office for three or more AGM's since he or she was last elected to office.
Mr Caldeira will retire at the conclusion of the Meeting and, being eligible for re-election, offers himself for re-election as a Director.
Mr Caldeira is a prominent and senior lawyer in Mozambique with over 30 years' commercial and government experience. He is a senior partner at Sal & Caldeira Advogados, Lda in Mozambique, one of the leading law firms in Mozambique and a former judge of the Maputo City Court.
Mr Caldeira is a member of the Syrah Audit and Risk Committee and a member of the Sustainability Committee.
Mr Caldeira is considered by the Board to be an independent Non-Executive Director.
Board recommendation
The Board (Mr Caldeira abstaining) recommends that Shareholders vote in favour of Resolution 5.
Voting intention
The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 5.
Voting exclusions
No voting exclusion applies to this resolution.
Resolution 6 Approval to grant 2,029,373 performance rights to Mr Shaun Verner (or his nominee) as his 2026 Long Term Incentive
Background
This resolution seeks Shareholder approval to grant 2,029,373 Performance Rights to Mr Shaun Verner (or his nominee) as his 2026 long term incentive (LTI) on the terms described below and in accordance with the Company's Equity Incentive Plan (EIP), as well as approval for the issue of any Shares on vesting and exercise of those Performance Rights.
The Company proposes to grant Performance Rights to Mr Verner (or his nominee) to further enhance the alignment of his incentive remuneration with the long-term financial interests of Shareholders.
Syrah proposes that Mr Verner (or his nominee) be granted 2,029,373 Performance Rights as his 2026 LTI, determined by dividing Mr Verner's maximum 2026 LTI opportunity, A$729,107 by the volume weighted average price (VWAP) of Shares on the ASX for the 60 trading days (07/10/2025 – 31/12/2025 inclusive) prior to the commencement of the performance period on 1 January 2026 (i.e., A$0.359), noting that these numbers have been rounded.
As the Performance Rights will form part of Mr Verner's remuneration, they will be granted for no cash payment and there will be no amount payable by him on vesting and exercise.
Vesting is subject to satisfaction of the Performance Hurdles over a three-year performance period from 1 January 2026 until 31 December 2028 (see below).
The vested Performance Rights will be exercisable from the vesting date, which is generally the first business day following the release of the Company's December 2028 quarterly activities and cashflow report, until the date two years after the vesting date, subject to the Company's Securities Trading Policy. Each vested Performance Right entitles Mr Verner (or his nominee) to be issued one Share in the Company, or equivalent cash payment, on vesting and exercise. Prior to vesting and exercise, Performance Rights do not entitle Mr Verner to any dividends or voting rights.
Under the terms of the grant, the Performance Rights will only vest upon a significant improvement in the share price performance of the Company, absolutely and/or as compared to the share price performance of companies in the comparator group detailed on the next page. This will further align Mr Verner's interests with the interests of all Shareholders. It should be recognised that the achievement of these objectives will be to the benefit of all Shareholders.
Approval is being sought in this resolution in respect of the proposed grant of Performance Rights to Mr Verner (or his nominee) under the EIP as a component of his overall executive remuneration package as Managing Director & Chief Executive Officer of the Company.
Terms of the Performance Rights
A total of 2,029,373 Performance Rights will be granted to Mr Verner (or his nominee) under the EIP, subject to Shareholder approval. The vesting of the Performance Rights is contingent on the satisfaction of the Performance Hurdles outlined below over a three-year performance period commencing 1 January 2026 and expiring 31 December 2028.
1. LTI performance hurdles
The Performance Rights are subject to the satisfaction of two Performance Hurdles:
(a) 50% of the Performance Rights vest based on the satisfaction of a relative total shareholder return (Relative TSR) performance hurdle; and
(b) 50% of the Performance Rights vest based on the absolute total shareholder return (Absolute TSR) performance of the Company.
The calculation of Absolute TSR and Relative TSR will incorporate capital returns as well as dividends notionally reinvested and is considered the most appropriate means of measuring the Company's performance. Details of the Performance Hurdles are set out below and also in the Company's Remuneration Report.
(a) Relative TSR Performance Hurdle
The 50% portion of the Performance Rights subject to the Relative TSR performance hurdle will only be eligible to vest and become exercisable into Shares at the end of the performance period if the Company's TSR is at least equal to the median of the comparator group performance (Relative TSR Performance Hurdle). The entire annual allocation will vest if the Company's TSR is at the 75th percentile or higher than the comparator group performance. The percentage of Performance Rights subject to the Relative TSR Performance Hurdle that vest will be determined by reference to the following vesting schedule:
- 0% vesting if the Relative TSR performance is at or below the median performance of the comparator group;
- 50% to 100% vesting if the Relative TSR performance is between the median performance and below the 75th percentile performance of the comparator group; and
- 100% vesting if the Relative TSR performance is at or above the 75th percentile performance of
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the comparator group.
There will be a straight-line pro-rata vesting of Performance Rights where the Company's TSR performance is between the median and 75th percentile performance in accordance with the EIP.
The comparator group consists of the companies in the S&P/ASX300 Index (XKO) as at 1 January 2026, classified under the "Materials" industry in the GICS classification system, but excluding any company that suffers an insolvency event, undertakes a material merger or acquisition or is delisted from the ASX during the performance period.
(b) Absolute TSR Performance Hurdle
The 50% portion of Performance Rights subject to the Absolute TSR Performance Hurdle will vest and become exercisable into Shares at the end of the performance period if the Company's aTSR outcome is above the threshold performance Absolute TSR target, set by the Board at an 8.6% compound annualised growth rate, for the performance period (Absolute TSR Performance Hurdle).
The percentage of Performance Rights subject to the Absolute TSR Performance Hurdle that vest will be determined by reference to the following vesting schedule:
- 0% vesting if the Absolute TSR performance is at or below threshold performance of 8.6%;
- 50% to 100% vesting if the Absolute TSR performance is between 8.6% threshold and maximum performance of 18.8% compound annualised growth rate; and
- 100% vesting if the Absolute TSR performance is at or above the 18.8% maximum performance.
There will be a straight-line pro-rata vesting of Performance Rights where the Company's Absolute TSR performance is between threshold and maximum performance in accordance with the EIP.
2. Vesting and testing
The Performance Period will run from 1 January 2026 to 31 December 2028.
The Company's Remuneration, Nomination and Governance Committee will test performance against the Performance Hurdles to determine whether the Performance Rights are eligible to vest shortly after the end of the performance period.
If the Performance Hurdles are not satisfied on the Performance Date, the Performance Rights will lapse unless the Remuneration, Nomination and Governance Committee exercises its discretion to waive the Performance Hurdles in whole or in part, subject to any necessary Shareholder approval. It is noted that the Board has not exercised such discretion before.
There is no re-testing of the Performance Hurdles.
The number of Performance Rights which vest is determined by assessing the performance of the Company against the Relative TSR Performance Hurdle and Absolute TSR Performance Hurdle outlined above. The VWAP of the Shares in the 60 trading days prior to the end of the Performance Period (which ends 31 December 2028) compared to the VWAP of the Shares in the 60 trading days prior to the commencement of the Performance Period (which commenced on 1 January 2026, will be used in calculating TSR over the three-year Performance Period.
3. Cessation of employment
In the event that Mr Verner ceases employment as a 'bad leaver' (which includes by resignation or dismissal for cause or poor performance), unvested Performance Rights will immediately lapse and any vested Performance Rights may be exercised within 60 days of ceasing employment if permitted by the Company's Securities Trading Policy, or within 60 days of restrictions ceasing to apply under the Company's Securities Trading Policy. Vested Performance Rights that are not exercised by this time
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will lapse.
In all other circumstances, a pro rata portion of unvested Performance Rights will remain on foot and will vest and become exercisable in the normal course subject to the original conditions, as though Mr Verner had not ceased employment. The remaining portion of unvested Performance Rights will lapse immediately. Any vested Performance Rights will remain on foot and may be exercised until the expiry date.
However, the Board retains discretion under the EIP to determine to treat any unvested Performance Rights other than in the manner set out above if the Board determines that the relevant circumstances warrant such treatment.
4. Change of control
If a corporate control event is likely to occur, the Board has discretion to determine that some or all of the Performance Rights should vest and become exercisable or lapse. If a corporate control event occurs prior to the Board exercising its discretion, all unvested Performance Rights granted will automatically vest and become exercisable into Shares, irrespective of whether Performance Hurdles have been achieved. All vested Performance Rights will lapse four months after the change of control event if not exercised.
5. Clawback
Under the EIP, the Board has broad "clawback" powers to determine that the Performance Rights lapse or any Shares allocated on vesting are forfeited in certain circumstances, including for example in the case of a breach of duties to a Group company or fraud or misconduct.
6. Restrictions on dealing
Mr Verner (or his nominee) may not deal with, or enter into any arrangement for the purpose of hedging, Performance Rights prior to vesting and exercise.
Legal Requirements – ASX Listing Rule 10.14
ASX Listing Rule 10.14 requires that the Company not permit a Director or their Associates or a person whose relationship with the Company or the Director or their Associates is such that, in ASX's opinion, the acquisition should be approved by its shareholders, to acquire securities under an "employee incentive scheme" without shareholder approval (unless an exception applies). The issue of Performance Rights to Mr Verner (or his nominee) falls within ASX Listing Rule 10.14.1 (and/or, to the extent any Performance Rights are issued to his nominee, ASX Listing Rule 10.14.2), and the Board is therefore seeking Shareholder approval to grant Performance Rights to Mr Verner (or his nominee) on the terms set out above and under the EIP.
The EIP constitutes an "employee incentive scheme" under the ASX Listing Rules.
If this resolution is passed, the Company will be able to proceed with the issue of the Performance Rights to Mr Verner (or his nominee).
If this resolution is not passed, the Company will not be able to proceed with the issue of the Performance Rights to Mr Verner (or his nominee).
Disclosures for the purposes of ASX Listing Rules 10.14 and 10.15
The following disclosures are made for the purposes of ASX Listing Rules 10.14 and 10.15:
(a) the person is Mr Shaun Verner (or his nominee);
(b) approval for Mr Verner is sought under ASX Listing Rule 10.14.1, being a Director of the Company (and/or, to the extent any Performance Rights are issued to his nominee, under ASX
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Listing Rule 10.14.2, being an Associate of a Director of the Company);
(c) the maximum number of Performance Rights to be granted is 2,029,373. Performance Rights are proposed to be issued to further enhance the alignment of Mr Verner's interests with the interests of Shareholders and as part of his remuneration package (see above);
(d) Mr Verner's current fixed remuneration package is equal to A$729,107 per annum. In addition, Mr Verner's current maximum STI is 75% of his total fixed remuneration package, and maximum LTI is 100% of his total fixed remuneration package, which is equal to a maximum total current contractual remuneration package of A$2,005,045 per annum;
(e) the total number of securities previously issued to Mr Verner under the EIP are 13,074,653 Performance Rights at nil acquisition price and 2,523,419 Shares (which include 1,067,806 Shares yet to be issued in relation to Mr Verner's 2024 Short-term incentive, as approved by shareholders at the AGM held on 23 May 2025) issued from a range from $0.243 to $2.249 per Share;
(f) a summary of the material terms of the Performance Rights is included above. The Performance Rights will have a three-year performance period from 1 January 2026 to 31 December 2028. The total value the entity attributes to these securities is A$729,107. Subject to the satisfaction of the vesting and exercise conditions described above, Mr Verner (or his nominee) will receive one Share in the Company for each Performance Right exercised;
(g) the entity will issue the Performance Rights on or around 5 June 2026, and in any event no later than 3 years after the date of the meeting;
(h) the Performance Rights will be granted to Mr Verner (or his nominee) at nil issue price;
(i) a summary of the material terms of the EIP can be found in Annexure A to this Notice of Meeting.
(j) no loan will be made by the Company in relation to the grant of Performance Rights to Mr Verner (or his nominee);
(k) details of any Performance Rights issued under the EIP will be published in each Annual Report of the Company relating to a period in which the Performance Rights have been issued in addition to a statement that the securities were issued under ASX Listing Rule 10.14;
(l) any additional persons referred to in Listing Rule 10.14 who become entitled to participate in the EIP after this Resolution is approved and who were not named in this Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14;
(m) if approval is given under ASX Listing Rule 10.14, approval will not be sought under ASX Listing Rule 7.1; and
(n) a voting exclusion statement is included below.
Termination Benefits approval – section 200B and s200E Corporations Act
Sections 200B and 200E of the Corporations Act prohibit the Company from giving a benefit to a person who holds (or has held in the previous three years) a managerial or executive office with the Company or its subsidiaries, if that benefit is given in connection with that person's retirement from office and is in excess of that person's average annual base salary over the relevant period, unless the benefit is approved by Shareholders or an exemption applies.
Approval is therefore sought under section 200E of the Corporations Act to allow for the Board to determine to accelerate vesting of some or all of Mr Verner's (or his nominee's) unvested Performance Rights in the event Mr Verner ceases employment in 'good leaver' circumstances being cessation other than due to resignation or dismissal for cause or poor performance and for the benefit not to be a termination benefit for the purposes of the Corporations Act. Where Mr Verner ceases as a 'bad leaver'
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(which includes by resignation or dismissal for poor performance), all unvested Performance Rights will lapse, unless the Board determines otherwise.
If Shareholder approval is obtained, the value of the approved benefits will be disregarded when calculating Mr Verner's termination benefits cap for the purpose of subsection 200F(2)(b) or subsection 200G(1)(c) of the Corporations Act. The approval will be effective from the date the resolution is passed until the conclusion of the 2028 AGM (that is, for a period of approximately three years).
The value of any benefit relating to the Performance Rights given in connection with Mr Verner ceasing to hold managerial or executive office cannot presently be ascertained. However, matters, events and circumstances that will, or are likely to, affect the calculation of that value are:
- the number of Performance Rights held by Mr Verner (or his nominee) prior to cessation of his employment;
- the date when, and circumstances in which, Mr Verner ceases employment;
- whether performance hurdles are waived or (if not waived) met, and the number of Performance Rights that vest (which could be all of the Performance Rights held by Mr Verner (or his nominee)); and
- the market price of the Shares on ASX on the date Shares are provided to Mr Verner (or his nominee) upon vesting of the Performance Rights.
Board recommendation
The Board (Mr Verner abstaining) recommends that Shareholders vote in favour of Resolution 6.
Voting intention
The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 6.
Voting exclusions
The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:
(a) Mr Shaun Verner and any of his Associates, regardless of the capacity in which the votes are cast;
(b) as a proxy, any person who is a member of KMP on the date of the AGM or a Closely Related Party of such a member,
However, this does not apply to a vote cast in favour of Resolution 6 by:
(c) 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
(d) 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
(e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that the following conditions are met:
a. 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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b. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Furthermore, a vote must not be cast as proxy on Resolution 6 by a member of the Key Management Personnel (as defined by the Corporations Act) or a closely related party of Key Management Personnel.
However, a person described above (a "Restricted Voter") may cast a vote on Resolution 6 as a proxy if:
a. The Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
b. The Chair is the Restricted Voter and the written appointment of the Chair as proxy does not specify the way the proxy is to vote on the Resolution or expressly authorises the Chair to exercise the proxy even though the Resolution is or are connected with the remuneration of a member of the KMP.
c. if you appoint the Chair as your proxy and you do not direct the Chair how to vote, you will be expressly authorising the Chair to exercise the proxy even if the relevant resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company.
Resolution 7 Approval to issue Shares to Mr Shaun Verner (or his nominee) as his 2025 Short Term Incentive
The Company's Managing Director and Chief Executive Officer, Mr Shaun Verner, is entitled to receive a Short Term Incentive (STI) award, with an STI opportunity of up to 75% of his total 2025 fixed remuneration.
As disclosed in the 2025 Remuneration Report, the Board awarded Mr Verner 65.5% of his STI opportunity for the year ending 31 December 2025, being A$347,742, which is to be satisfied by the issue of Shares to the value of A$347,742, subject to Shareholder approval. The issue of Shares will help conserve the Company's cash position and facilitate a greater level of executive shareholding in the Company, which the Board considers will further align their interests with Shareholders.
ASX Listing Rule 10.14 requires that the Company obtain Shareholder approval prior to the issue of equity securities to a Director of the Company under an "employee incentive scheme". As Mr Verner is a Director of the Company, Shareholder approval is sought to issue him (or his nominee) Shares under the EIP.
The number of Shares to be issued will be calculated by dividing the dollar value of Mr Verner's 2025 STI grant (i.e., A$347,742) by the 5-day VWAP of Shares up to and including 7 May 2026. This will be the same allocation price used for all share-based 2025 STI grants to other executives.
The Shares issued to Mr Verner (or his nominee) will rank equally in all respects with other Shares on issue at that time.
Restrictions on dealing
Mr Verner will be free to deal with the Shares issued to him, subject to the requirements of the Company's securities trading policy.
Other terms
The Board has broad discretion to forfeit or clawback some or all of the Shares in certain circumstances, including for example in the case of fraud, dishonesty or gross misconduct.
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In the event that Shareholder do not approve this resolution, the value of Mr Verner's 2025 STI grant proposed to be paid in Shares, being A$347,742, will be paid in cash rather than Shares.
Legal Requirements – ASX Listing Rule 10.14
ASX Listing Rule 10.14 requires that the Company not permit a Director or their Associates or a person whose relationship with the Company or the Director or their Associates is such that, in ASX's opinion, the acquisition should be approved by its shareholders, to acquire securities under an "employee incentive scheme" without shareholder approval (unless an exception applies). The issue of Shares to Mr Verner (or his nominee) falls within ASX Listing Rule 10.14.1 (and/or, to the extent any Shares are issued to his nominee, ASX Listing Rule 10.14.2), and the Board is therefore seeking Shareholder approval to issue Shares to Mr Verner (or his nominee) on the terms set out above and under the EIP.
The STI grant under the Equity Incentive Plan constitutes an "employee incentive scheme" under the ASX Listing Rules.
If this resolution is passed, the Company will be able to proceed with the issue of the Shares to Mr Verner (or his nominee).
If this resolution is not passed, the Company will not be able to proceed with the issue of the Shares to Mr Verner (or his nominee), and the value of Mr Verner's 2025 STI grant, (i.e., A$347,742), will be paid in cash.
Disclosures for the purposes of ASX Listing Rules 10.14 and 10.15
The following disclosures are made for the purposes of ASX Listing Rules 10.14 and 10.15:
(a) the person is Mr Shaun Verner (or his nominee);
(b) approval for Mr Verner is sought under ASX Listing Rule 10.14.1, being a Director of the Company (and/or, to the extent any Shares are issued to his nominee, under ASX Listing Rule 10.14.2, being an Associate of a Director of the Company);
(c) the number of Shares to be granted will be calculated by dividing the dollar value of Mr Verner's 2025 STI grant (i.e., A$347,742) by the 5-day VWAP of Shares up to and including 7 May 2026;
(d) Mr Verner's current fixed remuneration package amounts to A$729,107 per annum; his 2025 fixed remuneration package was A$707,871 per annum which was used to calculate the value of STI Shares to be issued if this resolution is passed. In addition, Mr Verner's current maximum STI is 75% of his total fixed remuneration package, and maximum LTI is 100% of his total fixed remuneration package, which is equal to a maximum total current contractual remuneration package of A$2,005,045 per annum;
(e) the total number of securities previously issued to Mr Verner under the EIP are 13,074,653 Performance Rights at nil acquisition price and 2,523,419 Shares (which include 1,067,806 Shares yet to be issued in relation to Mr Verner's 2024 Short-term incentive, as approved by shareholders at the AGM held on 23 May 2025) issued from a range from $0.243 to $2.249 per Share;
(f) the Company expects to issue the Shares on or around 5 June 2026, and in any event no later than 3 years after the date of the meeting;
(g) the Shares will be granted to Mr Verner (or his nominee) at a deemed issue price based on the 5-day VWAP of Shares up to and including 7 May 2026, per Share;
(h) a summary of the material terms of the EIP can be found in Annexure A to this Notice of Meeting.
(i) no loan will be made by the Company in relation to the grant of Shares to Mr Verner (or his nominee);
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(j) details of any Shares issued under the EIP will be published in each Annual Report of the Company relating to a period in which the Shares have been issued in addition to a statement that the securities were issued under ASX Listing Rule 10.14;
(k) any additional persons referred to in Listing Rule 10.14 who become entitled to participate in the EIP after this Resolution is approved and who were not named in this Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14;
(l) if approval is given under ASX Listing Rule 10.14, approval will not be sought under ASX Listing Rule 7.1; and
(m) a voting exclusion statement is included below.
Board recommendation
The Board (Mr Verner abstaining) recommends that Shareholders vote in favour of this resolution.
Voting intention
The Chair of the Meeting intends to vote undirected proxies in favour of this resolution.
Voting exclusions
The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of:
(a) Mr Shaun Verner and any of his Associates, regardless of the capacity in which the votes are cast;
(b) as a proxy, any person who is a member of KMP on the date of the AGM or a Closely Related Party of such a member,
However, this does not apply to a vote cast in favour of Resolution 7 by:
(c) 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
(d) 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
(e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that the following conditions are met:
a. 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
b. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Furthermore, a vote must not be cast as proxy on Resolution 7 by a member of the Key Management Personnel (as defined by the Corporations Act) or a closely related party of Key Management Personnel.
However, a person described above (a "Restricted Voter") may cast a vote on Resolution 7 as a proxy if:
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a. The Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
b. The Chair is the Restricted Voter and the written appointment of the Chair as proxy does not specify the way the proxy is to vote on the Resolution or expressly authorises the Chair to exercise the proxy even though the Resolution is or are connected with the remuneration of a member of the KMP.
Resolutions 8(a) to 8(f) Approval to issue share rights under the Non-Executive Director Share Rights Plan – equity grant – to Mrs Samantha Hogg, Ms Sara Watts, Ms Lisa Bahash, Mr Jose Manuel Caldeira, Mr John Beevers and Mr Robert Edel
Background
On 23 May 2025, Shareholders approved the grant of share rights (Rights) to Non-Executive Directors (NEDs) under the Company's Non-Executive Director Share Rights Plan (NEDSP) in respect of FY25 (and the allocation of Shares on exercise of those Rights) as part of an annual equity grant.
Following that shareholder approval on 23 May 2025, the Company issued the FY25 annual equity grant in accordance with that approval (Shareholder Approval).
Under the NEDSP, the Board may, from time to time, offer to grant Rights to a NED as part of their remuneration. Pursuant to Resolutions 8(a) to 8(f), Shareholders are now being asked to approve the grant of Rights to NEDs under the NEDSP in respect of FY26 and the allocation of Shares on the exercise of those Rights. It is proposed that, in respect of FY26, each NED be issued Rights valued at $40,000.
The Company's Remuneration Report included in the 2025 Annual Report articulates the Company's approach to remuneration for NEDs. The NEDSP is intended to support NEDs to develop a meaningful shareholding in the Company and align the interests of NEDs and Shareholders through the ability of the directors to receive some or all of their remuneration in equity instead of cash. In addition, the NEDSP assists the Company in implementing its cost reduction strategies and maintaining its cash reserves.
Rights issued under the NEDSP do not have any performance hurdles. This is in line with best practice governance standards which recommend that non-executive directors generally should not receive equity with performance hurdles attached as it may lead to bias in decision-making and compromise their objectivity and in turn their independence.
Why is approval required?
ASX Listing Rules 10.14 requires Shareholders to approve any acquisition of securities by a Director under an employee incentive scheme (which is defined by the Listing Rules to include schemes for the benefit of non-executive directors). Approval would not be required were Shares to be allocated to NEDs under the NEDSP to be purchased on-market under the NEDSP rules. However, the Company has the discretion to fulfil its obligations under the NEDSP by issuing Shares, purchasing Shares on-market or cash settling the Rights. Currently, the Company intends to issue new Shares to NEDs on the exercise of the Rights under the NEDSP to minimize the cash outflows for the Company. As such, Shareholder approval is required.
ASX Listing Rule 7.1 requires Shareholders to approve the issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12-month period. However, separate approval is not required under ASX Listing Rule 7.1 if Shareholder approval is given under Listing Rule 10.14.
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How does the NEDSP operate in respect of the equity grant?
Under the NEDSP, NEDs can be granted Rights at zero cost as part of their remuneration. NEDs may instruct the Company to grant the Rights to a nominee controlled by the NED. Each Right is a right to be allocated (on exercise) one fully paid ordinary Share in the Company, subject to the terms of the grant.
It is proposed that each NED will be provided with the number of Rights in the Company equal to the Equity Amount (as determined by the Board having regard to level of board and committee fees paid in cash and independent advice received (for FY26, the Equity Amount is $40,000 for each NED)), divided by the volume weighted average price of Shares over the 30-trading day period on the ASX up to and including 31 December of the prior year.
Rights will be issued and granted as soon as practicable after the 2026 AGM and do not carry dividend or voting rights. As stated above, Rights are not subject to performance conditions, which is consistent with best practice governance standards.
Rights are subject to a 12-month vesting condition and will vest on the date specified by the Board in the invitation to participate in respect of FY26. The Rights will have a fixed Exercise Date being the date which is the earlier of the person ceasing to act as a director, a change in control of the Company or the date 15 years from the date the Rights are issued. The Board has discretion not to settle a vested award on the Exercise Date in particular circumstances such as fraud or misconduct. In such case, the relevant Rights will lapse.
When Rights are exercised, the Company will allocate, to the NED, Shares which rank equally with other ordinary Shares already on issue. The Board has discretion to apply restrictions on dealing in those Shares.
If at any time the Board determines that the allocation of Rights (or Shares) would result in the Company breaching its Constitution, ASX Listing Rules, the Company's Securities Trading Policy or is otherwise inappropriate, the Board may defer the allocation until a more suitable time or pay cash in lieu of the same.
The Board has a broad discretion to amend the terms of the NEDSP and the terms of any Rights issued subject to compliance with law including the ASX Listing Rules.
Who is eligible to participate?
The NEDs entitled to participate in the NEDSP are Samantha Hogg, Sara Watts, Lisa Bahash, Jose Manuel Caldeira, John Beevers, and Robert Edel. Approval for these participants to be issued Rights is sought under ASX Listing Rule 10.14.1, each being a Director of the Company.
The Company will seek further approval if it intends for any other NED to participate in the NEDSP.
How many securities will be issued under the NEDSP?
The maximum number of securities that may be acquired by current and future NEDs cannot be precisely calculated as it depends on:
- the share price at the time when Rights are granted to NEDs; and
- the number of NEDs in office from time to time.
The number of Rights granted will be calculated in accordance with the following formula:
"Equity Amount" ($) for FY26
Value per Right
Where:
- "Equity Amount" is an amount determined by the Board, having regard to level of Board and committee fees paid in cash and independent advice received. For FY26, the Equity Amount is $40,000 for each NED.
- The Value per Right = the volume weighted average market price (VWAP) of the Company's ordinary shares traded on the ASX over the 30-trading day period up to and including 31 December of the prior year. For FY26, the VWAP used to determine the number of Rights to be granted to each NED (subject to Shareholder approval) is $0.29.
Subject to approval of Resolutions 8(a) to 8(f), the total number of Rights to be issued to NEDs for FY26 is 827,586.
If approval by Shareholders is not given, the Board will need to remunerate the NEDs in a different way which may include increasing the directors' fees component payable in cash within the NED fee pool limit approved by Shareholders.
All NEDs in office from time to time may participate in the NEDSP. No current or future executive Director is eligible to participate.
Additional information required for Listing Rule 10.15
The following disclosures are made for the purposes of Listing Rule 10.15:
(a) the proposed recipients are Mrs Samantha Hogg, Ms Sara Watts, Ms Lisa Bahash, Mr Jose Manuel Caldeira, Mr John Beevers and Mr Robert Edel, each of whom is a Director of the Company, or their respective nominees (each of which would be an associate of the respective Director);
(b) each of the proposed recipients are Directors of the Company and thus fall into ASX Listing Rule 10.14.1;
(c) the number and class of securities to be issued to each of the proposed recipients is as follows:
| Resolution | Name of Director | Class | Number of Rights |
|---|---|---|---|
| Resolution 8(a) | Mrs Samantha Hogg (or her nominee) | Share Rights (Rights) | 137,931 |
| Resolution 8(b) | Ms Sara Watts (or her nominee) | Share Rights (Rights) | 137,931 |
| Resolution 8(c) | Ms Lisa Bahash (or her nominee) | Share Rights (Rights) | 137,931 |
| Resolution 8(d) | Mr Jose Manuel Caldeira (or his nominee) | Share Rights (Rights) | 137,931 |
| Resolution 8(e) | Mr John Beevers (or his nominee) | Share Rights (Rights) | 137,931 |
| Resolution 8(f) | Mr Robert Edel (or his nominee) | Share Rights (Rights) | 137,931 |
| Total | 827,586 |
(d) the securities issued under the NEDSP are Rights.
(e) a summary of the material terms of the securities is as follows:
(i) each Right is a right to be allocated one fully paid ordinary share in the Company.
(ii) Rights are subject to a 12-month vesting condition with the Rights vesting on the date specified by the Board in the invitation to participate in respect of FY26. The Rights will have a fixed exercise date with no restrictions on the Shares allocated following the exercise of the Rights unless the Board determines otherwise.
(iii) Rights do not carry dividend or voting rights.
(iv) Shares issued to NEDs on vesting and exercise will rank equally with other ordinary Shares on issue.
(f) the Board has determined that Rights are an appropriate type of security to issue under the NEDSP as Rights:
(i) support NEDs to develop a meaningful shareholding in the Company;
(ii) permit the NEDs to take some or all of their remuneration in equity instead of cash; and
(iii) assist the Company in implementing its cost reduction strategies and maintaining its cash reserves.
(g) the value the Company attributes to each Right for FY26 is A$0.29 based off a 30-day VWAP to 31 December 2025. The Rights to be granted to each of the NEDs will be at a Nil issue price.
(h) the date on which Rights will be granted will be no later than 3 years after the date of this Meeting and is expected to occur as soon as practicable after the 2026 AGM, subject to approval of Resolutions 8(a) to 8(f).
(i) the total number of securities previously issued to the NED's under the NEDSP (including salary sacrifice scheme and annual equity amount) at a nil acquisition price are as follows:
| Name of Director | Class | Number of Rights |
|---|---|---|
| Mrs Samantha Hogg (or her nominee) | Share Rights (Rights) | Nil |
| Ms Sara Watts (or her nominee) | Share Rights (Rights) | 372,389 |
| Ms Lisa Bahash (or her nominee) | Share Rights (Rights) | 571,459 |
| Mr Jose Manuel Caldeira (or his nominee) | Share Rights (Rights) | 764,508 |
| Mr John Beevers (or his nominee) | Share Rights (Rights) | 728,769 |
| Mr Robert Edel (or his nominee) | Share Rights (Rights) | Nil |
(j) Rights will be granted to NEDs, calculated by taking the annual Equity Amount, divided by the 30-trading day VWAP up to and including 31 December of the prior year.
(k) a summary of the other material terms of the NEDSP is as follows:
(i) no loans will be made by the Company in relation to the grant of Rights to NEDs.
(ii) the Board has discretion to apply restrictions on dealing in respect of those Shares (including in respect of holding or disposal).
(iii) if at any time the Board determines that the allocation of Rights (or Shares) would result in the Company breaching its Constitution, ASX Listing Rules, the Company's Securities Trading Policy or is otherwise inappropriate, the Board may defer the allocation of Rights or Shares until a more suitable time or pay cash in lieu of the same.
(l) details of any Rights issued under the NEDSP will be published in each annual report of the Company relating to a period in which the Rights have been issued, along with a statement that the securities were issued under ASX Listing Rule 10.14.
(m) no loans will be made by the Company in relation to the grant of the Rights to each of the participants.
(n) any additional persons referred to in Listing Rule 10.14 who become entitled to participate in the NEDSP after Resolutions 8(a) to 8(f) are approved and who were not named in this Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14.
Details of the NED's current remuneration package are as follows (all fees below are denoted in AUD):
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| Non-Executive Directors | Annual NED Fee* | Audit & Risk Committee | Sustainability Committee | Remuneration, Nomination and Governance Committee | Total |
|---|---|---|---|---|---|
| Samantha Hogg | $160,000 | $10,000 | - | $10,000 | $180,000 |
| Jose Manuel Caldeira | $105,000 | $10,000 | $10,000 | - | $125,000 |
| Lisa Bahash | $105,000 | - | $10,000 | $15,000 | $130,000 |
| Sara Watts | $105,000 | $20,000 | - | $10,000 | $135,000 |
| John Beevers | $105,000 | - | $15,000 | $10,000 | $130,000 |
| Robert Edel | $105,000 | $10,000 | $10,000 | - | $125,000 |
The Directors receive additional remuneration for each committee they are a member of. The remuneration varies depending on the committee and if they are the Chair of the respective committee (details above). The fees for each committee can be seen below.
| Sub-committee | Position | Remuneration |
|---|---|---|
| Audit & Risk Committee | Chair | 20,000 |
| Member | 10,000 | |
| Sustainability Committee | Chair | 15,000 |
| Member | 10,000 | |
| Remuneration, Nomination and Governance Committee | Chair | 15,000 |
| Member | 10,000 |
*In addition and for completeness it should be noted that, Resolutions 8(a) to 8(f) of this Notice of Meeting seeks Shareholder approval for an additional equity amount to be payable (in the form of Rights) to NEDs under the NEDSP. Such amount is in addition to the fees specified above.
Board Recommendation
Each NED abstains from providing a recommendation in respect of Resolutions 8(a) to 8(f) because of their interest in the outcome of the Resolutions.
Voting intention
The Chair of the Meeting intends to vote undirected proxies able to be voted in favour of Resolutions 8(a) to 8(f).
Voting exclusions
The Company will disregard any votes cast in favour of Resolutions 8(a) to 8(f) by or on behalf of:
(a) any Non Executive Directors; and
(b) any Associates of any Non Executive Directors.
However, this does not apply to a vote cast in favour of Resolutions 8(a) to 8(f) by:
(a) a person as proxy or attorney for a person who is entitled to vote on the resolutions, in accordance with directions given to the proxy or attorney to vote on the resolutions in that way;
(b) the Chair as proxy or attorney for a person who is entitled to vote on the resolutions, in accordance with a direction given to the Chair to vote on the resolutions as the Chair decides; and
(c) by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolutions; and
i. the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.
A vote must not be cast on Resolution 8(a) to 8(f) by a member of the KMP, or a closely related party of a KMP, acting as proxy, if their appointment does not specify the way the proxy is to vote on Resolutions 8(a) to 8(f). However, this voting exclusion does not apply if the KMP is the Chair of the AGM acting as proxy and their appointment expressly authorises the Chair of the AGM to exercise the proxy even if the resolution in Resolutions 8(a) to 8(f) is connected directly or indirectly with the remuneration of a member of the KMP of the Company.
If you appoint the Chair of the AGM as your proxy, and you do not direct your proxy how to vote on Resolutions 8(a) to 8(f) on the proxy form, you will be expressly authorising the Chair of the AGM to exercise your proxy even if Resolutions 8(a) to 8(f) are connected directly or indirectly with the remuneration of a member of the KMP of the Group, which includes the Chair of the AGM.
The Chair of the AGM intends to vote undirected proxies able to be voted in favour of Resolutions 8(a) to 8(f).
Resolution 9: Approval to Grant 200,000 Performance Rights to Mrs Samantha Hogg (or her nominee) as Mrs Hogg's Long-Term Incentive
In accordance with ASX Listing Rule 10.14, the Company is seeking Shareholder approval to grant 200,000 Performance Rights to Mrs Samantha Hogg (or her nominee) as her long term incentive on the terms described below and in accordance with the EIP, as well as approval for the issue of any Shares on vesting and exercise of the Performance Rights. This resolution is conditional upon the Resolution 2 passing in relation to Mrs Hogg being elected as a Director of the Company. Should Mrs Hogg not be elected by shareholders this resolution will not be considered.
Performance Rights are proposed to be granted to Mrs Hogg (or her nominee) to align her interests with the interests of Shareholders.
As the Performance Rights will form part of Mrs Hogg's remuneration, they will be granted at no cost and there will be no amount payable on vesting and exercise. The vested Performance Rights will be exercised upon the Company's receipt of a valid exercise notice. The vested Performance Rights will be exercisable from the vesting date until the date that is two years after the vesting date, subject to the Company's securities trading policy. Each Performance Right entitles Mrs Hogg to one ordinary fully paid Share in the Company, or equivalent cash payment, on vesting and exercise. Prior to vesting and exercise, Performance Rights do not entitle Mrs Hogg to any dividends or voting rights.
Consistent with the desire to minimise cash expenditures, the Board believes that having regard to the Company's current cash position and in order to compensate Mrs Hogg in line with current market practices, Performance Rights provide an appropriate and meaningful remuneration component that is aligned with Shareholder interests.
Approval is being sought in Resolution 9 in respect of the proposed grant of performance rights to Mrs Hogg (or her nominee) under the EIP.
Terms of the Performance Rights
A total of 200,000 Performance Rights will be granted to Mrs Hogg (or her nominee), subject to Shareholder approval. The vesting of the Performance Rights is contingent upon Mrs Hogg remaining as a Director of the Company for a period of three years from her appointment date as a Director of the Company.
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- Cessation of employment
Where Mrs Hogg ceases to hold office as a director, unvested Performance Rights will immediately lapse and any vested Performance Rights may be exercised within 60 days of ceasing to hold office if permitted by the Company's securities dealing policy, or within 60 days of restrictions ceasing to apply under the Company's securities dealing policy. Vested Performance Rights that are not exercised by this time will lapse.
However, pursuant to the EIP Rules, the Board retains discretion to determine to treat any unvested Performance Rights other than in the manner set out above if the Board determines that the relevant circumstances warrant such treatment.
- Change of control
If a corporate control event is likely to occur, the Board has a discretion to determine that that some or all of the Performance Rights vest and become exercisable or lapse. If a corporate control event occurs prior to the Board exercising its discretion, all unvested Performance Rights granted will automatically vest and become exercisable into Shares, irrespective of whether performance hurdles have been achieved and all vested but unexercised Performance Rights will lapse four months after the change of control event if not exercised.
- Clawback
The Board has broad "clawback" powers to determine that the Performance Rights lapse or any Shares allocated on vesting are forfeited in certain circumstances, including for example in the case of a breach of duties to a Group company, a material misstatement in the Company's financial statements or fraud or misconduct.
- Restrictions on dealing
Mrs Hogg (or her nominee) may not deal, with or enter into any arrangement for the purpose of hedging, Performance Rights prior to vesting and exercise.
Legal Requirements – ASX Listing Rule 10.14
ASX Listing Rule 10.14 requires that the Company not permit a Director or their associates to acquire securities under an employee incentive scheme without Shareholder approval (unless an exception applies). The Board is therefore seeking shareholder approval to grant Performance Rights to Mrs Hogg on the terms set out above and under the EIP.
The EIP constitutes an "employee incentive scheme" under the ASX Listing Rules and no relevant exception applies.
If Resolution 9 is passed, the Company will be able to proceed with the issue of the Performance Rights to Mrs Hogg (or her nominee).
If Resolution 9 is not passed, the Company will not be able to proceed with the issue of the Performance Rights to Mrs Hogg (or her nominee).
Disclosures for the purposes of ASX Listing Rule 10.14
The following disclosures are made for the purposes of ASX Listing Rule 10.15:
(a) the person is Mrs Samantha Hogg (or her nominee);
(b) approval for Mrs Hogg is sought under ASX Listing Rule 10.14.1, being a Director of the Company;
(c) the maximum number of Performance Rights to be granted is 200,000;
(d) Mrs Hogg's total remuneration package amounts to A$180,000 consisting of a base Non-Executive Chair fee of A$160,000 in addition to A$20,000 for her roles as member of the Audit and Risk Committee and Remuneration, Nomination and Governance Committee;
(e) no securities have previously been granted to Mrs Hogg under the plan;
(f) the Performance Rights will have a three-year vesting period from the date of her appointment being 5 December 2025. The total value the entity attributes to these securities is A$29,400 based off a 30-day VWAP to 14 April 2026 assuming the maximum number of Performance Rights Vest (30 day VWAP to 14 April 2026 was A$0.147. Subject to the satisfaction of the vesting
and exercise conditions described above and those further to be determined by the Board, Mrs Hogg (or her nominee) will receive one Share in the Company for each Performance Right exercised;
(g) the entity will issue the Performance Rights on or around 5 June 2026;
(h) the Performance Rights will be granted to Mrs Hogg (or her nominee) at nil issue price;
(i) the material terms of the plan can be found in Annexure A to this Explanatory Memorandum.
(j) no loan will be made by the Company in relation to the grant of Performance Rights to Mrs Hogg (or her nominee);
(k) details of any Performance Rights issued under the EIP will be published in each annual report of the Company relating to a period in which the Performance Rights have been issued in addition to a statement that the securities were issued under ASX Listing Rule 10.14;
(l) any additional persons referred to in Listing Rule 10.14 who become entitled to participate in the EIP after this Resolution is approved and who were not named in this Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14;
(m) If approval is given under ASX Listing Rule 10.14, approval will not be sought under ASX Listing Rule 7.1; and
(n) a voting exclusion statement is included below.
Board recommendation
The Board (Mrs Hogg abstaining) recommends that shareholders vote in favour of Resolution 9.
Voting intention
The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 9.
Voting exclusions
The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of:
(a) Mrs Samantha Hogg and any of her Associates, regardless of the capacity in which the votes are cast;
(b) as a proxy, any person who is a member of Key Management Personnel on the date of the Annual General Meeting or a Closely Related Party of such a member,
However, this does not apply to a vote cast in favour of Resolution 9 by:
(c) 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;
(d) 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
(e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
a. 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
b. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 10: Approval to Grant 100,000 Performance Rights to Mr Robert Edel (or his nominee) as Mr Edel's Long-Term Incentive
In accordance with ASX Listing Rule 10.14, the Company is seeking Shareholder approval to grant 100,000 Performance Rights to Mr Robert Edel (or his nominee) as his long term incentive on the terms
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described below and in accordance with the EIP, as well as approval for the issue of any Shares on vesting and exercise of the Performance Rights. This resolution is conditional upon the Resolution 3 passing in relation to Mr Edel being elected as a Director of the Company. Should Mr Edel not be elected by shareholders this resolution will not be considered.
Performance Rights are proposed to be granted to Mr Edel (or his nominee) to align his interests with the interests of Shareholders.
As the Performance Rights will form part of Mr Edel's remuneration, they will be granted at no cost and there will be no amount payable on vesting and exercise. The vested Performance Rights will be exercised upon the Company's receipt of a valid exercise notice. The vested Performance Rights will be exercisable from the vesting date until the date that is two years after the vesting date, subject to the Company's securities trading policy. Each Performance Right entitles Mr Edel to one ordinary fully paid Share in the Company, or equivalent cash payment, on vesting and exercise. Prior to vesting and exercise, Performance Rights do not entitle Mr Edel to any dividends or voting rights.
Consistent with the desire to minimise cash expenditures, the Board believes that having regard to the Company's current cash position and in order to compensate Mr Edel in line with current market practices, Performance Rights provide an appropriate and meaningful remuneration component that is aligned with Shareholder interests.
Approval is being sought in Resolution 10 in respect of the proposed grant of performance rights to Mr Edel (or his nominee) under the EIP.
Terms of the Performance Rights
A total of 100,000 Performance Rights will be granted to Mr Edel (or his nominee), subject to Shareholder approval. The vesting of the Performance Rights is contingent upon Mr Edel remaining as a Director of the Company for a period of three years from his appointment date as a Director of the Company.
5. Cessation of employment
Where Mr Edel ceases to hold office as a director, unvested Performance Rights will immediately lapse and any vested Performance Rights may be exercised within 60 days of ceasing to hold office if permitted by the Company's securities dealing policy, or within 60 days of restrictions ceasing to apply under the Company's securities dealing policy. Vested Performance Rights that are not exercised by this time will lapse.
However, pursuant to the EIP Rules, the Board retains discretion to determine to treat any unvested Performance Rights other than in the manner set out above if the Board determines that the relevant circumstances warrant such treatment.
6. Change of control
If a corporate control event is likely to occur, the Board has a discretion to determine that that some or all of the Performance Rights vest and become exercisable or lapse. If a corporate control event occurs prior to the Board exercising its discretion, all unvested Performance Rights granted will automatically vest and become exercisable into Shares, irrespective of whether performance hurdles have been achieved and all vested but unexercised Performance Rights will lapse four months after the change of control event if not exercised.
7. Clawback
The Board has broad "clawback" powers to determine that the Performance Rights lapse or any Shares allocated on vesting are forfeited in certain circumstances, including for example in the case of a breach of duties to a Group company, a material misstatement in the Company's financial statements or fraud or misconduct.
8. Restrictions on dealing
Mr Edel (or his nominee) may not deal, with or enter into any arrangement for the purpose of hedging, Performance Rights prior to vesting and exercise.
Legal Requirements – ASX Listing Rule 10.14
ASX Listing Rule 10.14 requires that the Company not permit a Director or their associates to acquire securities under an employee incentive scheme without Shareholder approval (unless an exception
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applies). The Board is therefore seeking shareholder approval to grant Performance Rights to Mr Edel on the terms set out above and under the EIP.
The EIP constitutes an "employee incentive scheme" under the ASX Listing Rules and no relevant exception applies.
If Resolution 10 is passed, the Company will be able to proceed with the issue of the Performance Rights to Mr Edel (or his nominee).
If Resolution 10 is not passed, the Company will not be able to proceed with the issue of the Performance Rights to Mr Edel (or his nominee).
Disclosures for the purposes of ASX Listing Rule 10.14
The following disclosures are made for the purposes of ASX Listing Rule 10.15:
(o) the person is Mr Robert Edel (or his nominee);
(p) approval for Mr Edel is sought under ASX Listing Rule 10.14.1, being a Director of the Company;
(q) the maximum number of Performance Rights to be granted is 100,000;
(r) Mr Edel's total remuneration package amounts to A$125,000 consisting of a base Non-Executive Director fee of A$105,000 in addition to A$20,000 for his roles as member of the Audit and Risk Committee and Sustainability Committee;
(s) no securities have previously been granted to Mr Edel under the plan;
(t) the Performance Rights will have a three-year vesting period from the date of his appointment being 17 July 2025. The total value the entity attributes to these securities is A$14,700 based off a 30-day VWAP to 14 April 2026 assuming the maximum number of Performance Rights Vest (30 day VWAP to 14 April 2026 was A$0.147. Subject to the satisfaction of the vesting and exercise conditions described above and those further to be determined by the Board, Mr Edel (or his nominee) will receive one Share in the Company for each Performance Right exercised;
(u) the entity will issue the Performance Rights on or around 5 June 2026;
(v) the Performance Rights will be granted to Mr Edel (or his nominee) at nil issue price;
(w) the material terms of the plan can be found in Annexure A to this Explanatory Memorandum.
(x) no loan will be made by the Company in relation to the grant of Performance Rights to Mr Edel (or his nominee);
(y) details of any Performance Rights issued under the EIP will be published in each annual report of the Company relating to a period in which the Performance Rights have been issued in addition to a statement that the securities were issued under ASX Listing Rule 10.14;
(z) any additional persons referred to in Listing Rule 10.14 who become entitled to participate in the EIP after this Resolution is approved and who were not named in this Notice of Meeting will not participate until approval is obtained under Listing Rule 10.14;
(aa) If approval is given under ASX Listing Rule 10.14, approval will not be sought under ASX Listing Rule 7.1; and
(bb) a voting exclusion statement is included below.
Board recommendation
The Board (Mr Edel abstaining) recommends that shareholders vote in favour of Resolution 10.
Voting intention
The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 10.
Voting exclusions
The Company will disregard any votes cast in favour of Resolution 10 by or on behalf of:
(f) Mr Robert Edel and any of her Associates, regardless of the capacity in which the votes are cast;
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(g) as a proxy, any person who is a member of Key Management Personnel on the date of the Annual General Meeting or a Closely Related Party of such a member,
However, this does not apply to a vote cast in favour of Resolution 10 by:
(h) 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;
(i) 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
(j) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
a. 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
b. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
Resolution 11 Ratification of the prior issue of the Shares under the Placement
Background
As announced on 30 July 2025, the Company carried out an Equity Raising consisting of:
- Placement which raised approximately A$20 million; and
- Entitlement Offer which raised approximately A$50 million.
While the Entitlement Offer falls within an exception to ASX Listing Rule 7.1 for the 15% limit, the placement does not. Accordingly, the Company seeks Shareholder approval under Listing Rule 7.4 to approve the issue of the Shares under the Placement to refresh the Company's ability to issue up to 15% of its Shares in any 12-month period.
Listing Rule 7.4
Listing Rule 7.1 provides that a company must not, within a 12-month period, issue or agree to issue Equity Securities (which includes convertible securities) representing more than 15% of its total Shares at the commencement of that 12-month period unless a specified exception applies or the issue is made with the prior approval of Shareholders.
Listing Rule 7.4 provides that where a company ratifies an issue of securities, the issue will be treated as having been made with approval for the purposes of Listing Rule 7.1, thereby refreshing the Company's 15% capacity in respect of that issue of securities and enabling it to issue further securities up to that limit.
The Company wishes to retain as much flexibility as possible to issue additional Equity Securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1.
To this end, Resolution 11 proposes the ratification and approval of the prior issue of the New Shares under the Placement.
If Resolution 11 is passed, the prior issue of Shares under the Placement will not be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the allotment.
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If Resolution 11 is not passed, the prior issue of Shares under the Placement will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the allotment.
Specific information required by Listing Rule 7.5
Pursuant to and in accordance with Listing Rule 7.5, the following additional information is provided in relation to Resolution 11:
(a) the issue of Shares in connection with the Entitlement Offer did not use any of the Company's capacity under Listing Rule 7.1 as it was "rights issue" and "pro rata offer" for the purposes of the Listing Rules;
(b) offers were made under the Placement to eligible institutional Shareholders based upon the Directors' determination of desirable investors including having regard to the institutional Shareholders at the time of the Placement;
(c) under the Placement, Syrah issued 76,934,677 New Shares at $0.26 per New Share to raise approximately A$20.0 million;
(d) the Shares were issued on 7 August 2025;
(e) the Company used or is using (as relevant) the funds raised from the issue of New Shares under the Placement to fund:
(i) Vidalia operating costs (net of revenues), with DOE's approval;
(ii) Vidalia operating reserve account to a revised minimum level associated with the Forbearance Agreement, with such funds not available to fund Vidalia operating costs or to Syrah as unrestricted cash in the medium-term;
(iii) Transaction costs of the Offer; and
(iv) General corporate purposes;
(f) a voting exclusion statement is included in this Explanatory Memorandum.
Board recommendation
The Board recommends that Shareholders vote in favour of Resolution 11.
Voting intention
The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 11 (subject to the voting exclusion statement).
Voting exclusion
The Company will disregard any votes cast in favour of this Resolution 11 by or on behalf of a person who participated in the issue or any associates of that person or those persons.
However, the Company need not disregard a vote on this Resolution 11, if:
(a) it is cast by a person as a proxy or attorney for a person who is entitled to vote on Resolution 11, in accordance with the directions on the Proxy Form or given to the proxy or attorney to vote on Resolution 11 in that way;
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(b) it is cast by the person chairing the meeting as proxy or attorney for a person who is entitled to vote on Resolution 11, in accordance with a direction on the Proxy Form or given to the chair to vote on Resolution 11 as the chair decides; or
(c) it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 11; and
(ii) 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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Proxy and voting instructions
-
In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of Shares in the Company as at 7.00pm (AEST) on 20 May 2026 will be entitled to attend and vote at the Meeting as a Shareholder. Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
-
The details of the Resolutions contained in the Explanatory Memorandum accompanying this Notice should be read together with, and form part of, this Notice.
-
On a poll, ordinary Shareholders have one vote for every Share held.
-
A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder.
-
A proxy may be either an individual or a body corporate. If you wish to appoint a body corporate as your proxy, you must specify on the Proxy Form:
-
the full name of the body corporate appointed as proxy; and
-
the full name or title of the individual representative of the body corporate to attend the Meeting.
-
If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit (subject to any voting exclusion statements that apply). The Chair intends to vote all available proxies in favour of each Resolution proposed in this Notice. If you do not mark a box next to any Resolution then by completing and submitting the Proxy Form, you will be expressly authorising the Chair to vote as they see fit in respect of such Resolution.
-
Voting exclusions apply to Resolutions 1, 6, 7, 8(a), 8(b), 8(c), 8(d), 8(e), 8(f) 9 and 10. Unless the Chair of the meeting is your proxy, members of the Company's KMP (which includes each of the Directors) will not be able to vote as proxy on Resolutions 1, 6, 7, 8(a), 8(b), 8(c), 8(d), 8(e), 8(f), 9 and 10 unless you direct them how to vote. If you intend to appoint such a person as your proxy, you should read the voting exclusions carefully and ensure that you direct them how to vote on each Resolution by marking either "For", "Against" or "Abstain" on the Proxy Form.
-
Proxy Forms must be signed by a Shareholder or the Shareholder's attorney or, if a corporation, executed under seal or in accordance with section 127 of the Corporations Act, or signed by an authorised officer or agent.
-
A Proxy Form is attached. If required, the Proxy Form should be completed and signed (and if the appointment is signed by the appointer's attorney, the original authority under which the appointment was signed or a certified copy of the authority). Proxy forms must be returned to Computershare Investor Services Pty Limited in accordance with the instructions set out in the Proxy Form by no later than 10.00am (AEST) on 20 May 2026. You may lodge your proxy form:
-
electronically via www.investorvote.com.au; for intermediary online subscribers only (custodians) – please visit www.intermediaryonline.com;
- by hand delivery to Computershare Investor Services Pty Ltd, 452 Johnston Street, Abbotsford, Victoria 3067;
- by post to Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne, Victoria 3001; or
- by fax to 1800 783 447 (within Australia), or +61 3 9473 2555 (outside Australia).
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Definitions
$ means Australian Dollars
AEST means Australian Eastern Standard Time
Annual General Meeting, AGM, General Meeting or Meeting means the 2026 Annual General Meeting of Shareholders of the Company referred to in the introductory paragraph of the Notice
Annual Report means the Directors' Report, the Financial Report, and Auditor's Report, in respect of the year ended 31 December 2025
ASIC means the Australian Securities and Investments Commission
Associate or associate has the meaning given to it in the Listing Rules or the Corporations Act (as the context requires)
ASX means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the context requires
Auditor's Report means the auditor's report on the Financial Report, in respect of the year ended 31 December 2025
Balama means the Company's Balama Graphite Operation in Mozambique
Board means the Directors acting as the Board of Directors of the Company
Chair means the person appointed to chair the Meeting of the Company convened by the Notice
Closely Related Party has the meaning given in section 9 of the Corporations Act
Company or Syrah means Syrah Resources Limited ABN 77 125 242 284
Constitution means the constitution of the Company as at the date of the Meeting
Corporations Act means the Corporations Act 2001 (Cth)
Director means a Director of the Company
Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities, in respect of the year ended 31 December 2025
Equity Incentive Plan or "EIP" means the Equity Incentive Plan established and approved by Shareholders at the AGM on 17 May 2018, and last refreshed at the AGM held on 24 May 2024, which applies to all Shares, performance rights and options offered from 17 May 2018 onwards;
Equity Securities has the meaning given to it in the Listing Rules
Explanatory Memorandum means the explanatory memorandum which forms part of the Notice
Financial Report means the financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities, in respect of the year ended 31 December 2025
Group means the Company and its subsidiaries
Key Objective Performance Hurdles has the meaning given to it in the Explanatory Memorandum
KMP or Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise)
Listing Rules means the Listing Rules of the ASX
Notice means the Notice of Meeting accompanying this Explanatory Memorandum
Performance Date means the final day of the Performance Period
Performance Rights means the performance rights issued pursuant to, and in accordance with the terms of, the Equity Incentive Plan
Performance Hurdles has the meaning given to it in the Explanatory Memorandum
Proxy Form means the proxy form attached to the Notice
Remuneration, Nomination and Governance Committee means the Remuneration, Nomination and Governance Committee of the Company
Remuneration Report means the remuneration report, which forms part of the Directors' Report and which is set out in the Annual Report
Resolution means a resolution referred to in the Notice
Share means a fully paid ordinary share in the capital of the Company
Shareholder means a holder of one or more Shares
Vidalia means the Company's Vidalia Active Anode Facility in the United States
VWAP means the volume weighted average price of Shares
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Annexure A
Material Terms of Equity Incentive Plan
Offers under the Equity Incentive Plan and eligibility
Under the Equity Incentive Plan or EIP, the Board may invite eligible employees (being an employee of the Group (including a Director employed in an executive capacity)) or any other person who is declared by the Board to be eligible to receive a grant of incentive securities under the EIP) to participate in a grant of incentive securities, which may comprise restricted shares, performance rights and/or options (Incentive Securities) and/or Shares. Offers will be made to eligible employees on the terms set out in the EIP and on any additional terms as the Board determines.
Vesting and exercise
Restricted shares, options and/or performance rights granted under the EIP will vest, and in the case of options, become exercisable, where any performance condition and any other relevant conditions advised to the participant by the Board have been satisfied.
On vesting of a performance right or following the exercise of an option (as the case may be), the Board will allocate the number of Shares in respect of which the performance rights have vested, or the options have been exercised. Any Shares issued under the EIP will rank equally in all respects with other Shares on issue at that time (except as regards any rights attaching to such Shares by reference to a record date prior to the date of their issue).
Cessation of employment
Where a participant ceases to be an employee of the Group, the Board may determine (in its absolute discretion) that some or all of a participant's Incentive Securities lapse, vest, are forfeited, are exercisable for a prescribed period (if applicable), or are no longer subject to some of the restrictions that previously applied. Alternatively, the Board may specify in any offer to the participant how the participant's Incentive Securities are to be treated on cessation of employment.
Change of control
In the event of a takeover bid, transaction, event or state of affairs that, in the Board's opinion, is likely to result in a change of control of the Company, the Board may, in its absolute discretion, determine that all or a specified number of a participant's Incentive Securities vest or cease to be subject to restrictions (as applicable).
In the event of an actual change in the control of the Company then, unless the Board determines otherwise, a pro rata portion of all unvested Incentive Securities will immediately vest or cease to be subject to restrictions (as applicable) based on the portion of the vesting period that has elapsed.
Alternatively, the Board may specify in any offer to the participant how the participant's Incentive Securities are to be treated on a change of control of the Company.
Corporate actions/reconstructions
In accordance with the terms of the EIP, prior to the allocation of Shares to a participant upon vesting of performance rights or exercise of options (as the case may be), the Board may make any adjustments it considers appropriate to the terms of a performance right and/or option granted to a participant in order to minimise or eliminate any material advantage or disadvantage to a participant resulting from a corporate action or capital reconstruction.
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Dealings in Incentive Securities
Subject to the Company's Securities Trading Policy, any dealing in respect of an Incentive Security is prohibited unless the Board determines otherwise or the dealing is required by law.
Clawback
If, in the opinion of the Board, a participant's Incentive Securities vest or may vest as a result of the fraud, dishonesty or breach of duties or obligations of any other person, the Board may determine that Incentive Securities held on behalf of the participant will lapse or be forfeited, and/or that the participant must pay or repay as a debt proceeds from Shares allocated to the participant under the EIP.
Administration of the EIP
The EIP is administered by the Board which has the power to determine appropriate procedures for administration of the EIP including to implement an employee share trust for the purposes of delivering and holding shares on behalf of participants upon the grant or exercise of Incentive Securities (as applicable), and may delegate their power arising under the EIP.
SYRAH RESOURCES
ABN 77 125 242 284
Need assistance?
Phone: 1300 850 505 (within Australia) +61 3 9415 5000 (outside Australia)
Online: www.investorcentre.com/contact
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective it must be received by 10:00am (AEST) on Wednesday, 20 May 2026.
Proxy Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
APPOINTMENT OF PROXY
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a securityholder of the Company.
SIGNING INSTRUCTIONS FOR POSTAL FORMS
Individual: Where the holding is in one name, the securityholder must sign.
Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.
PARTICIPATING IN THE MEETING
Corporate Representative
If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate "Appointment of Corporate Representative". A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".
Lodge your Proxy Form:
Online:
Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.
Your secure access information is
| Control Number: 188705 |
|---|
| SRN/HIN: |
For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com
By Mail:
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
By Fax:
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.
You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.
324986_0_COSMOS_Sample_Proxy/000001/000001/1
Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.
Proxy Form
Please mark ☐ to indicate your directions
STEP 1 Appoint a Proxy to Vote on Your Behalf
I/We being a member/s of Syrah Resources Limited hereby appoint
☐ the Chair of the Meeting
OR
☑ PLEASE NOTE: Leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Syrah Resources Limited to be held at Oaks Melbourne on Market Hotel, Market Room 1 & 2, Level 1, 60 Market Street, Melbourne VIC 3000 on Friday, 22 May 2026 at 10:00am (AEST) and at any adjournment or postponement of that meeting.
Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 6, 7, 8(a), 8(b), 8(c), 8(d), 8(e), 8(f), 9 and 10 (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 6, 7, 8(a), 8(b), 8(c), 8(d), 8(e), 8(f), 9 and 10 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chair.
Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on Resolutions 1, 6, 7, 8(a), 8(b), 8(c), 8(d), 8(e), 8(f), 9 and 10 by marking the appropriate box in step 2.
STEP 2 Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
| For | Against | Abstain | For | Against | Abstain | ||
|---|---|---|---|---|---|---|---|
| 1 Adoption of Remuneration Report | ☐ | ☐ | ☐ | 8(c) Approval to issue 137,931 share rights under the Non-Executive Director Share Rights Plan - equity grant - to Ms Lisa Bahash (or her nominee) | ☐ | ☐ | ☐ |
| 2 Election of Mrs Samantha Hogg as a Director of the Company | ☐ | ☐ | ☐ | 8(d) Approval to issue 137,931 share rights under the Non-Executive Director Share Rights Plan - equity grant - to Mr Jose Manuel Caldeira (or his nominee) | ☐ | ☐ | ☐ |
| 3 Election of Mr Robert Edel as a Director of the Company | ☐ | ☐ | ☐ | 8(e) Approval to issue 137,931 share rights under the Non-Executive Director Share Rights Plan - equity grant - to Mr John Beevers (or his nominee) | ☐ | ☐ | ☐ |
| 4 Re-election of Ms Sara Watts as a Director of the Company | ☐ | ☐ | ☐ | 8(f) Approval to issue 137,931 share rights under the Non-Executive Director Share Rights Plan - equity grant - to Mr John Beevers (or his nominee) | ☐ | ☐ | ☐ |
| 5 Re-election of Mr Jose Manuel Caldeira as a Director of the Company | ☐ | ☐ | ☐ | 8(g) Approval to issue 137,931 share rights under the Non-Executive Director Share Rights Plan - equity grant - to Mr Robert Edel (or his nominee) | ☐ | ☐ | ☐ |
| 6 Approval to grant 2,029,373 performance rights to Mr Shaun Verner (or his nominee) as his 2026 Long Term Incentive | ☐ | ☐ | ☐ | 9 Approval to grant 200,000 performance rights to Mrs Samantha Hogg (or her nominee) as a Long Term Incentive | ☐ | ☐ | ☐ |
| 7 Approval to issue Shares to Mr Shaun Verner (or his nominee) as his 2025 Short Term Incentive | ☐ | ☐ | ☐ | 10 Approval to grant 100,000 performance rights to Mr Robert Edel (or his nominee) as a Long Term Incentive | ☐ | ☐ | ☐ |
| 8(a) Approval to issue 137,931 share rights under the Non-Executive Director Share Rights Plan - equity grant - to Mrs Samantha Hogg (or her nominee) | ☐ | ☐ | ☐ | 11 Ratification of prior issue of 76,934,677 Shares under the Placement | ☐ | ☐ | ☐ |
| 8(b) Approval to issue 137,931 share rights under the Non-Executive Director Share Rights Plan - equity grant - to Ms Sara Watts (or her nominee) | ☐ | ☐ | ☐ |
The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.
SIGN Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1
Sole Director and Sole Company Secretary
Contact Name
Securityholder 2
Director
Contact Daytime Telephone
Date
/ /
SYR
Computershare