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UNICO SILVER LIMITED Proxy Solicitation & Information Statement 2025

Jul 13, 2025

65986_rns_2025-07-13_d4dc3664-98ae-4533-9231-0e42a041152c.pdf

Proxy Solicitation & Information Statement

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14 July 2025

Dear Shareholder

Re: Notice of General Meeting on Thursday, 14 August 2025 at 12.00pm (Melbourne time)

Notice is hereby given that the General Meeting of Shareholders of Unico Silver Limited (“ Company ”) will be held virtually via a webinar conferencing facility at 12.00pm (Melbourne time) on Thursday, 14 August 2025 (“General Meeting”, “GM” or “Meeting”).

  • You can access the Meeting Materials online at the Company’s website https://unicosilver.com.au/ (Investor Dashboard > Announcements tab) or at or at the Company’s share registry’s online voting site.

  • 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 “USL”.

  • If you have provided an email address and have elected to receive electronic communications from the Company, you 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.

If you would like to receive electronic communications from the Company in the future, please update your communication elections online at https://www.linkmarketservices.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 please contact our share registry, Link Market Services, on https://www.linkmarketservices.com.au/ or by phone on 1300 554 474 (toll free within Australia) between 8.30am and 7.30pm Monday to Friday, to obtain a copy.

You are invited to register in advance for the Meeting through https://vistra.zoom.us/webinar/register/WN_t5xlF0JCT7SCwdyqZx7fhQ following which you will receive a confirmation email containing information about joining the Meeting. Even if you plan to participate online, we encourage all shareholders to cast proxy votes beforehand and to lodge questions in respect of the GM resolutions ahead of the meeting at [email protected]. Lodging questions and casting your proxy vote ahead of the Meeting will not prevent you from attending online.

Yours sincerely,

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Rajeev Chandra Company Secretary

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UNICO SILVER LIMITED ACN 116 865 546

Notice of General Meeting Explanatory Statement and Proxy Form

Date of Meeting: Thursday, 14 August 2025

Time of Meeting: 12.00pm (AEST)

This meeting will be held via live webcast

In accordance with the Corporations Act 2001 (Cth) which provides for permanent relief for companies to use electronic communications to send meeting materials, no hard copy of the Notice of Meeting and Explanatory Statement (GM Materials) will be circulated, unless shareholders have elected to receive the GM Materials in paper form.

The Notice of Meeting is also available on the Australian Securities Exchange Announcement platform and on the Company’s website https://unicosilver.com.au/.

This Notice of General Meeting and Explanatory Statement 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.

UNICO SILVER LIMITED

ACN 116 865 546

Registered office: Suite 2 Level 11, 385 Bourke Street, Melbourne VIC 3000

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Unico Silver Limited ACN 116 865 546 (USL or the Company) will be held virtually via a webinar conferencing facility on Thursday, 14 August at 12.00pm (AEST).

Capitalised terms used in this Notice of Meeting and the Explanatory Memorandum have the meaning ascribed to them in the glossary contained at the end of the Explanatory Memorandum.

This Notice of Meeting should be read in its entirety, together with the Explanatory Memorandum and the enclosed proxy form.

Attending the Meeting online

The technology used to hold the Meeting virtually will provide Shareholders with a reasonable opportunity to ask questions or make comments. Voting at the Meeting is occurring by way of a poll rather than a show of hands, each person entitled to vote is to be given the opportunity to vote in real time, and this Notice of Meeting includes information about how shareholders can participate in the Meeting. Shareholders attending virtually will be taken for all purposes to be in attendance as if they were physically there.

Shareholders who wish to participate in the Meeting online may register in advance for the meeting: https://vistra.zoom.us/webinar/register/WN_t5xlF0JCT7SCwdyqZx7fhQ

When : Thursday, 14 August 2025 at 12.00pm (AEST) Topic : Unico Silver Limited – General Meeting

Shareholders are strongly encouraged to submit their proxies as early as possible. To lodge your proxy, please follow the directions on your personalised proxy form which will be delivered to you by mail or email.

After registering, you will receive a confirmation email containing information about joining the Meeting. The Company strongly recommends Shareholders to lodge a directed proxy as soon as possible in advance of the Meeting even if they are planning to attend the Meeting online.

The Company invites questions submitted prior to the Meeting by email to [email protected]. Where a written question is raised in respect of the key management personnel of the Company or the Resolution(s) to be considered at the Meeting, the Company will address the relevant question during the course of the Meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable and/or offensive questions).

Any Shareholders who wish to attend the Meeting, should therefore monitor the Company’s website and its ASX announcements for any updates about the Meeting. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the meeting, the Company will make further information available through the ASX website at asx.com.au (ASX:USL) and on its website at www.unicosilver.com.au.

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ORDINARY BUSINESS

Resolution 1: Ratification of Prior Issue of Placement Shares

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

“That, for the purposes of Listing Rule 7.4 and for all other purposes, shareholders approve, ratify and confirm the allotment and issue of 83,333,334 fully paid ordinary shares in the Company on 12 November 2024 at an issue price of $0.27 (27 cents) per share, to professional, sophisticated and other exempt investors as described in the Explanatory Statement.”

Resolution 2: Adoption of Non-Executive Director Remuneration Pool

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

“That, pursuant to and in accordance with article 8.3 of the Constitution, Listing Rule 10.17, section 208 of the Corporations Act and for all other purposes, the maximum total fees payable to non-executive Directors be increased from $300,000 per annum to $400,000 per annum on the terms and conditions described in the Explanatory Statement.”

By order of the Board

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Rajeev Chandra Company Secretary 14 July 2025

Notes

1. Entire Notice: The details of the resolutions contained in the Explanatory Notes accompanying this Notice of Meeting should be read together with, and form part of, this Notice of Meeting.

2. Record Date: The Company has determined that for the purposes of the General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 7.00pm (AEST) on the date 48 hours before the date of the General Meeting. Only those persons will be entitled to vote at the General Meeting and transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

3. Proxies

  • a. Votes at the General Meeting may be given personally or by proxy, attorney or representative.

  • b. Each shareholder has a right to appoint one or two proxies.

  • c. A proxy need not be a shareholder of the Company.

  • d. If a shareholder is a company it must execute under its common seal or otherwise in accordance with its Constitution or the Corporations Act.

  • e. Where a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

  • f. If a shareholder appoints two proxies, and the appointment does not specify the proportion or number of the shareholder’s votes, each proxy may exercise half of the votes. If a shareholder appoints two proxies, neither proxy may vote on a show of hands.

  • g. A proxy must be signed by the shareholder or his or her attorney who has not received any notice of revocation of the authority. Proxies given by corporations must be signed in accordance with corporation’s constitution and Corporations Act.

  • h. To be effective, proxy forms must be received by the Company’s share registry (Link Market Services Limited) no later than 48 hours before the commencement of the General Meeting, this is no later than 12.00pm (AEST) on Tuesday, 12 August 2025. Any proxy received after that time will not be valid for the scheduled meeting.

4.

Corporate Representative

Any corporate shareholder who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority must be sent to the Company and/or registry in advance of the Meeting.

5. Voting Exclusion Statement:

Resolution 1

The Company will disregard any votes cast in favour of these resolutions by or on behalf of any persons who participated in the relevant issue of securities or any associates of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

  • a) a person as a 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

  • b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

  • c) a holder acting solely in a nominee, trustee, custodial or fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

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

Resolution 2

The Company will disregard any votes cast in favour of the Resolution by or on behalf of a Director or any of their associates.

However, this does not apply to a vote cast in favour of a resolution by:

  • a) a person as a 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

  • b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

  • c) a holder acting solely in a nominee, trustee, custodial or fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting, on the resolution; and

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

6. Restrictions on KMPs voting undirected proxies:

A vote must not be cast as proxy on Resolution 2 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 behalf of a person who is not a Restricted Voter on any of Resolution 2 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 and expressly authorises the Chair to exercise the proxy even though the Resolution is or are connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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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 Key Management Personnel for the Company.

If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 2 the Chair will vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 2. In exceptional circumstances, the Chair may change their voting intention on the Resolutions, in which case an ASX announcement will be made. Shareholders may also choose to direct the Chair of the Meeting to vote against the Resolutions 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.

7. Enquiries

Shareholders are invited to contact the Company Secretary on (03) 9692 7222 if they have any queries in respect of the matters set out in these documents.

EXPLANATORY STATEMENT

Purpose of Information

This Explanatory Statement (" Statement ") accompanies and forms part of the Company’s Notice of General Meeting (“ Notice ”) for the General Meeting (“ Meeting ”).

The Notice incorporates, and should be read together, with this Statement.

Resolution 1: Ratification of Prior Issue of Placement Shares

The Company is seeking shareholder approval pursuant to ASX Listing Rule 7.4 to ratify the prior issue of 83,333,334 Shares on 12 November 2024 at an issue price of $0.27 (27 cents) per Share on the terms as announced on 12 November 2024, to professional, sophisticated and other exempt investors under the Placement.

The Shares were issued without shareholder approval from the Company’s 15% placement capacity pursuant to ASX Listing Rule 7.1 and 10% placement capacity pursuant to ASX Lising Rule 7.1A.

ASX Listing Rules

ASX Listing Rules 7.1 allow the Company to issue new securities up to 15% of the existing capital of the Company in any 12-month period without the prior approval of Shareholders, unless one of the exceptions in ASX Listing Rule 7.2 applies.

ASX Listing Rule 7.1A provides that a Company may seek shareholder approval at its annual general meeting to issue additional quoted securities up to 10% of its issued capital, provided that it is an eligible entity (Eligible Entity).

An Eligible Entity is one that, as at the date of the relevant annual general meeting –

a) it must have a market capitalisation of $300 million or less.

  • b) It must not be included in the S&P/ASX 300 Index.

At the time the approval was obtained (the Company’s last Annual General Meeting 31 October 2024), the Company was an Eligible Entity.

Under ASX Listing Rule 7.4 an issue of securities will be treated as having been made with the approval of shareholders for the purposes of ASX Listing Rules 7.1 and 7.1A if the issue did not breach ASX Listing Rules 7.1 and 7.1A at the time and shareholders subsequently approve it. The Company now seeks Shareholder ratification of the issue pursuant to ASX Listing Rule 7.4 in order to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval for such issues under Listing Rule 7.1.

If this Resolution is approved, the prior issue of 83,333,334 Shares may be treated by the Company as having been made with Shareholder approval under ASX Listing Rule 7.1. The Company will therefore have the flexibility, if required, to issue additional equity securities without the 83,333,334 Shares counting towards the 25% threshold for the purposes of ASX Listing Rules 7.1 and 7.1A.

If this Resolution is not approved, the prior issue of 83,333,334 Shares will not be treated by the Company as having been made with Shareholder approval under ASX Listing Rules 7.1. The Company will therefore have the 83,333,334 Shares, as counting towards the 25% threshold for the purposes of ASX Listing Rules 7.1 and 7.1A. ASX Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to ASX Listing Rule 7.4:

  • a) the Shares were issued on 12 November 2024, and an ASX announcement was made at that time;

  • b) the number and class of securities issued were 83,333,334 fully paid ordinary shares in the Company issued on 12 November 2024;

  • c) the shares were issued at a price of $0.27 (27 cents) per Share; and

  • d) the purpose of the issue was to fund exploration targets and drill approvals.

Voting Exclusions

A voting exclusion statement is set out under Note 5 of this Notice.

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Board Recommendation

The Board recommends that shareholders vote in favour of Resolution 1.

The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution.

Resolution 2: Increase in the Non-Executive Director Remuneration Pool

Background

Clause 8.3 of the Constitution requires that each Director is entitled to such remuneration out of the funds of the Company as the Directors determine, but the remuneration of non-executive Directors may not exceed in aggregate in any financial year the amount fixed by the Company in general meeting for the purpose.

Listing Rule 10.17 provides that an entity must not increase the total aggregate of Directors fees for non-executive Directors without the approval of holders of its ordinary shares.

The current aggregate remuneration amount was last approved at the Company’s Annual General Meeting in October 2017. The detail of fees paid to non-executive Directors are as follows (the Company has 3 Directors at present):

Chairman $120,000
Non-Executive Director $60,000

The total aggregate fixed sum per annum to be paid to the non-executive Directors is currently set at $300,000.

Resolution 2 seeks Shareholder approval to increase the total aggregate fixed sum per annum to be paid to nonexecutive Directors by $100,000 to $400,000.

The Board considers that it is reasonable and appropriate at this time of its strategy (the last increase was in 2017) to seek an increase in the remuneration pool for non-executive Directors due to the evolving strategic direction of the Company. Unico Silver is seeking to transitioning from an exploration-focused company to a project developer, with a defined development pathway under its ‘PLUS 150’ strategy and a medium-term aspiration to grow resources under its ‘BEYOND 300’ strategy to 300 million silver equivalent ounces. This phase of growth requires additional capabilities at the Board level. Increasing this non-executive director fee pool will support the Company’s ability to further recruit and retain directors with appropriate capabilities, align Board capacity with these future governance requirements, and continue to ensure Unico Silver is well positioned to deliver on its growth strategy and to create long-term shareholder value.

The Chair intends to exercise all available proxies in favour of Resolution 2.

Information required by Listing Rule 14.1A

If Resolution 2 is passed, the Company will have an increased non-executive Directors fees pool of $400,000 which will increase the Company’s ability to retain existing non-executive Directors and to attract additional nonexecutive Directors.

If Resolutions 2 is not passed this will not affect the remuneration of the current non-executive Directors for the current financial year but in the long term this may affect the Company’s ability to retain existing non-executive Directors and to attract additional non-executive Directors.

Additional Information required by Listing Rule 10.17

The total amount of Directors’ fees payable includes superannuation contributions made by the Company for the benefit of non-executive Directors and any fees which a non-executive Director agrees to sacrifice for other benefits on a pre-tax basis. It does not include reimbursement of genuine out-of-pocket expenses, genuine “special exertion” fees paid in accordance with the Company’s Constitution, or securities issued to a nonexecutive Director under Listing Rule 10.11 or 10.14 with the approval of the Company’s Shareholders.

In accordance with Listing Rule 10.17 set out below are details of all securities issued to non-executive Directors under Listing Rule 10.11 or 10.14 with Shareholder approval at any time in the preceding 3 years:

Name Number and type of
Securities
Approval Listing Rule
Peter Mullens 2,000,000 Options 09/07/2024 10.11
Jose Bordogna 1,000,000 Options 09/07/2024 10.11

The Company currently has the ability to pay a total of $300,000 for non-executive Directors’ fees. Upon approval of this resolution the proposed fees to be paid would increase by $100,000. The Directors believe that this level of remuneration is in line with corporate remuneration of similar companies.

Voting Exclusions

A voting exclusion statement is set out under Note 5 of this Notice.

Board Recommendation

Due to the Directors’ interest in this Resolution, the Directors make no recommendation to Shareholders on Resolution 2.

The Chair of the Meeting intends to vote undirected proxies in favour of this Resolution.

GLOSSARY

The following terms have the following meanings in this Explanatory Statement:

$ ” means Australian Dollars;

ASX ” means ASX Limited ABN 98 008 624 691 or the Australian Securities Exchange, as the context requires;

AEST ” means Australian Eastern Standard Time;

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 ” means:

(a) a spouse or child of the member; or

(b) has the meaning given in section 9 of the Corporations Act.

Company ” means Unico Silver Limited ACN 116 865 546;

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;

Explanatory Statement ” means the explanatory statement which forms part of the Notice;

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) of the Company;

Listing Rules ” means the Listing Rules of the ASX;

Meeting ” has the meaning given in the introductory paragraph of the Notice;

Notice ” means this Notice of Meeting including the Explanatory Statement;

“Ordinary Resolution” means a passed by more than 50% of the votes at a general meeting of Shareholders.;

Proxy Form ” means the proxy form attached to the Notice;

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 shareholder of the Company;

Share Registry ” means Link Market Services Limited (ABN 54 083 214 537);

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ABN 34 116 865 546

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LODGE YOUR VOTE

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ONLINE

https://au.investorcentre.mpms.mufg.com
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BY MAIL  Unico Silver Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND MUFG Corporate Markets (AU) Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

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PROXY FORM

I/We being a member(s) of Unico Silver Limited and entitled to participate in and vote hereby appoint:

APPOINT A PROXY

OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting.

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 12:00pm (AEST) on Thursday, 14 August 2025 (the Meeting ) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a virtual meeting and you can participate by logging in via Zoom at:

https://vistra.zoom.us/webinar/register/WN_t5xlF0JCT7SCwdyqZx7fhQ

Important for Resolution 2: If the Chairperson of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairperson of the Meeting to exercise the proxy in respect of Resolution 2, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

  • 1 Ratification of Prior Issue of Placement Shares

  • 2 Adoption of Non-Executive Director Remuneration Pool

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For Against Abstain
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  • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual)
Sole Director and Sole Company Secretary
Joint Shareholder 2 (Individual)
Director/Company Secretary (Delete one)
Joint Shareholder 3 (Individual)
Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

USL PRX2501N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to participate in the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

  • (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

  • (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 12:00pm (AEST) on Tuesday, 12 August 2025, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

  • ONLINE

https://au.investorcentre.mpms.mufg.com

Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link

https://au.investorcentre.mpms.mufg.com

into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAIL

Unico Silver Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX

+61 2 9287 0309

BY HAND

delivering it to MUFG Corporate Markets (AU) Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

*During business hours Monday to Friday (9:00am - 5:00pm)

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to participate in the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at https://au.investorcentre.mpms.mufg.com.