WIDE OPEN AGRICULTURE LTD - Proxy Solicitation & Information Statement 2025

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3 June 2025

Dear Shareholder,

Wide Open Agriculture Ltd – Upcoming General Meeting of Shareholders

Wide Open Agriculture Ltd (Company) advises that a General Meeting of shareholders will be held in person at the Offices of the Company, Unit 2/284 Oxford St, Leederville WA 6007 on Thursday, 3[rd] July 2025 at 11am AWST (Meeting).

Notice of Meeting

The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and downloaded by shareholders of the Company (Shareholders) from the Company’s website at https://wideopenagriculture.com.au/pages/asx-announcements or via the Company's ASX market announcements platform at www.asx.com.au (ASX: WOA).

Please note, in accordance with section 253RA of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice unless Shareholders have already notified the Company that they wish to receive documents such as Notice in hard copy. If you have any difficulties obtaining a copy of the Notice, please contact the Company’s Share Registry, Automic Registry Services at [email protected].

Proxy Voting

You can use your computer or smartphone to appoint and direct your appointed proxy how to vote on each item of business at https://investor.automic.com.au/#/loginsah.

Login and click on ‘Meetings’ and follow the steps on-screen to complete your proxy appointment. You will need your Holder Identification Number or Securityholder Reference Number as shown at the top of your holding statement.

Should you require a physical copy of the proxy form, please contact our Share Registrar via email at [email protected] or via phone on 1300 288 664 (Within Australia) or +61 2 9698 5414 (Overseas).

In the event it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company’s website.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial advisor, lawyer, accountant, or other professional adviser.

The Chair intends to vote all open proxies in favour of all resolutions, where permitted.

Yours sincerely,

Brett Tucker Company Secretary Wide Open Agriculture Ltd

The future is wide open. Creating ingredients for food and drink products that build a better future for people and the planet.

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Wide Open Agriculture Ltd (ACN 604 913 822)

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

Thursday, 3[rd] July 2025

11am AWST

To be held at the Offices of Wide Open Agriculture Ltd,

Unit 2/284 Oxford St, Leederville WA 6007

This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6401 5857.

NOTICE OF MEETING

Notice is given that the General Meeting of Shareholders of Wide Open Agriculture Limited (ACN 604 913 822) ( Company ) will be held at Unit 2/284 Oxford St, Leederville WA 6007 on Thursday, 3 July 2025 commencing at 11am (AWST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 5:00pm (AWST) on Tuesday, 1 July 2025.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolutions 1(a) and 1(b) – Ratification of prior issue of Placement Shares – Listing Rules 7.1 and 7.1A

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

(a) 59,276,999 Placement Shares issued under the Company’s Listing Rule 7.1 capacity; and
(b) 51,592,566 Placement Shares issued under the Company’s Listing Rule 7.1A capacity,

on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of these Resolutions by or on behalf of:

(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely, the Placement Participants (and/or their respective nominees)); or
(b) an Associate of that person or those persons.

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

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the proxy or attorney to vote on the Resolutions in that way; or
(b) the Chair of the meeting 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; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from the voting, and is not an associate of person excluded from voting, on the Resolutions; and
(ii) the holder votes on the Resolutions in accordance with directors given by the beneficiary to the holder to vote in that way.

2. Resolution 2 – Approval to issue Placement Options

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 55,434,783 Placement Options on the terms and conditions. set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

(a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holding of ordinary securities in the entity) (namely, the Placement Participants (and/or their respective nominees)); or
(b) an Associate of that person or those persons.

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

(a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the proxy or attorney to vote on this Resolution in that way; or
(b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from the voting, and is not an associate of person excluded from voting, on this Resolution; and
(ii) the holder votes on this Resolution in accordance with directors given by the beneficiary to the holder to vote in that way.

3. Resolutions 3(a) and 3(b) – Approval for Director Participation in Placement – Mr Anthony Maslin

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to:

(a) 434,783 Director Placement Shares; and
(b) 217,392 Director Placement Options,

to Mr Anthony Maslin (and/or his nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolutions by or on behalf of:

(a) a person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely, Mr Anthony Maslin (and/or his nominees)); or
(b) an Associate of that person or those persons.

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

(a) a person as a 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; or
(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; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolutions; and
(ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement

In accordance with section 224 of the Corporations Act, a vote on the Resolutions must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolutions would permit a financial benefit to be given, or an associate of such a related party ( Resolutions 3(a)–(b) Excluded Party ).

However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolutions and it is not cast on behalf of a Resolutions 3(a)–(b) Excluded Party.

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on the Resolutions if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on the Resolutions.

Provided the Chair is not a Resolutions 3(a)–(b) Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though the Resolutions are connected directly or indirectly with remuneration of a member of the Key Management Personnel.

4. Resolutions 4(a) and 4(b) – Approval for Director Participation in Placement – Ms Yaxi Zhan

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to:

(a) 434,783 Director Placement Shares; and
(b) 217,392 Director Placement Options,

to Ms Yaxi Zhan (and/or her nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolutions by or on behalf of:

(a) a person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely, Ms Yaxi Zhan (and/or her nominees)); or
(b) an Associate of that person or those persons.

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

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

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolutions; and
(ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on the Resolutions if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on the Resolutions.

Provided the Chair is not a Resolutions 4(a)–(b) Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though the Resolutions are connected directly or indirectly with remuneration of a member of the Key Management Personnel.

5. Resolutions 5(a) and 5(b) – Approval for Director Participation in Placement – Mr Brett Tucker

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to:

(a) 434,783 Director Placement Shares; and
(b) 217,392 Director Placement Options,

to Mr Brett Tucker (and/or his nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolutions by or on behalf of:

(a) a person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely, Mr Brett Tucker (and/or his nominees)); or
(b) an Associate of that person or those persons.

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

(a) a person as a 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; or
(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 this Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolutions; and

(ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on the Resolutions if:

(a) the proxy is either:
(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

Provided the Chair is not a Resolutions 5(a)–(b) Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though the Resolutions are connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. Resolutions 6(a) and 6(b) – Approval for CEO Participation in Placement – Mr Matthew Skinner

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to:

(a) 217,391 CEO Placement Shares; and
(b) 108,696 CEO Placement Options,

to Mr Matthew Skinner (and/or his nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolutions by or on behalf of:

(a) a person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely, Mr Gary Elwell (and/or his nominees)); or
(b) an Associate of that person or those persons.

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

(a) a person as proxy or attorney 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; or
(b) the Chair of the meeting 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; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from the voting, and is not an associate of a person excluded from voting, on the Resolutions; and
(ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

7. Resolutions 7(a) and 7(b) – Approval for CFO Participation in Placement – Mr Gary Elwell

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to:

(a) 434,783 CFO Placement Shares; and
(b) 217,392 CFO Placement Options,

to Mr Gary Elwell (and/or his nominees) on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of the Resolutions by or on behalf of:

(a) a person who is expected to participate in, or who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely, Mr Gary Elwell (and/or his nominees)); or
(b) an Associate of that person or those persons.

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

(a) a person as proxy or attorney 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; or
(b) the Chair of the meeting 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; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from the voting, and is not an associate of a person excluded from voting, on the Resolutions; and
(ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way.

8. Resolution 8 – Approval to issue Lead Manager Options (Eli Capital Pty Ltd)

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 5,000,000 Lead Manager Options on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion Statement

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

(a) a person who is expected in participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity) (namely, Eli Capital Pty Ltd (and/or its nominees)); or
(b) an Associate of that person or those persons.
However, this does not apply to a vote case in favour of the 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 other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

9. Resolutions 9(a) and 9(b) – Approval to issue SPP Shares and SPP Options under Share Purchase Plan

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to:

(a) 21,739,130 SPP Shares; and
(b) 10,869,565 SPP Options,

under the Share Purchase Plan, on the terms and conditions set out in the Explanatory Memorandum."

Note: The Company has sought and been granted a waiver from ASX Listing Rule 7.3.9 to the extent necessary to permit Resolutions 9(a) and 9(b) not to include a voting exclusion statement that excludes the votes of persons who may participate in the SPP (i.e. Eligible Shareholders).

Dated 3 June 2025

BY ORDER OF THE BOARD

Mr Brett Tucker Company Secretary

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at Unit 2/284 Oxford St, Leederville WA 6007 on Thursday, 3 July 2025 commencing at 11am AWST.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy) to vote in their place. All Shareholders are invited and encouraged to participate in the Meeting, and are encouraged to lodge a directed Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting.

Please note that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b)
a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

Shareholders and their proxies should be aware that:

(a) If proxy holders vote, they must cast all directed proxies as they are directed to; and
(b) Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
(c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
(d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to Chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
(b) the appointed proxy is not the Chair of the meeting; and
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA, on the question that the resolution be passed; and
(d) either of the following applies:
(i) if a record of attendance is made for the meeting - the proxy is not recorded as attending;
(ii) the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

2.2 Proxy Holders and Voting Instructions

If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are authorising the Chair to cast your undirected vote on all proposed resolutions.

If a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, is appointed as your proxy, they will not be able to vote your proxy on Resolutions 3(a) and 3(b), Resolutions 4(a) and 4(b), and Resolutions 5(a) and 5(b), unless you direct them how to do so.

If you intend to appoint a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, or the Chair, as your proxy, you are encouraged to direct them how to vote on Resolutions 3(a) and 3(b), Resolutions 4(a) and 4(b), and Resolutions 5(a) and 5(b), by marking “For”, “Against” or “Abstain” for each of those resolutions.

2.3 Submit your Proxy Vote

2.3.1 Online

Vote online at https://investor.automic.com.au/#/loginsah and simply follow the instructions on the enclosed proxy form.

2.3.2 By Paper

If you do not wish to vote online, then it is necessary to complete in accordance with the detailed instructions set out on the enclosed Proxy Form.

The return of your completed form (ONLY if you do NOT vote online) can be done by one of the following ways:

BY MAIL		By post to Automic Group, GPO Box 5193, Sydney NSW 2001
BY EMAIL		[email protected]

3. Resolutions 1(a) and 1(b) – Ratification of prior issue of Placement Shares – Listing Rules 7.1 and 7.1A

3.1 Background

On 9 May 2025, the Company announced that it had received firm commitments from sophisticated and institutional investors and existing Shareholders for a placement to raise up to approximately $2,595,000 (before costs) through the issue of up to a total of up to 112,800,000 Shares at an issue price of $0.023 per Share, together with one (1) free attaching listed Option for every two (2) Shares subscribed for and issued, exercisable at $0.03 each and expiring on 19 July 2026 ( Placement ).

The Placement comprised of:

(a) up to 110,869,565 Shares at an issue price of $0.023 each ( Placement Shares ), together with up to 55,434,783 free attaching listed Options (exercisable at $0.03 each and expiring on 19 July 2026) ( Placement Options ) to be issued (on a 1:2 basis) to unrelated sophisticated and professional investors and existing Shareholders ( Placement Participants ) (the subject of Resolutions 1(a), 1(b) and Resolution 2);
(b) subject to shareholder approval, up to 1,304,349 Shares at an issue price of $0.023 each ( Director Placement Shares ), together with 652,176 free attaching listed Options exercisable at $0.03 each and expiring on 19 July 2026 ( Director Placement Options ), to be issued (on a 1:2 basis) to the Directors of the Company. The issue of the Director Placement Shares and Director Placement Options are subject to shareholder approval (the subject of Resolutions 3(a) – 5(b)); and
(c) up to 217,391 Shares at an issue price of $0.023 each ( CEO Placement Shares ), together with 108,696 free attaching listed Options exercisable at $0.03 each and expiring on 19 July 2026 ( CEO Placement Options ), to be issued to the CEO of the Company, Mr Matthew Skinner. The issue of the CEO Placement Shares and CEO Placement Options is subject to shareholder approval (the subject of Resolutions 6(a) and 6(b)).
(d) up to 434,783 Shares at an issue price of $0.023 each ( CFO Placement Shares ), together with 217,392 free attaching listed Options exercisable at $0.03 each and

expiring on 19 July 2026 ( CFO Placement Options ), to be issued to the CFO of the Company, Mr Gary Elwell. The issue of the CFO Placement Shares and CFO Placement Options is subject to shareholder approval (the subject of Resolutions 7(a) and 7(b)).

On 15 May 2025, the Company issued a total of 110,869,565 Placement Shares as follows:

(e) 59,276,999 Placement Shares under the Company’s existing Listing Rule 7.1 capacity (subject of Resolution 1(a)); and
(f) 51,592,566 Placement Shares under the Company’s existing Listing Rule 7.1A capacity (subject of Resolution 1 (b)).

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

The funds raised from the Placement will be applied towards the Company’s sales and marketing activities, production ramp-up, by-product development and general working capital.

Eli Capital Pty Limited ( Lead Manager ) acted as lead manager to the Placement. Further details on the Placement are set out in the Company’s announcement dated 9 May 2025.

3.2 General

Resolutions 1(a) and 1(b) seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of a total of 110,869,565 Placement Shares issued on 15 May 2025.

3.3 ASX Listing Rules 7.1 and 7.1A

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Under ASX Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolutions passed at its annual general meeting, to increase the 15% limit in ASX Listing Rule 7.1 by an extra 10%, to a combined 25%.

The issue of the Placement Shares does not fit within the exceptions set out in ASX Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in ASX Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rules 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Shares.

3.4 ASX Listing Rules 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

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, Resolutions 1(a) and 1(b) seek Shareholder approval for the ratification of the issue of the Placement Shares under and for the purpose of Listing Rule 7.4.

3.5 Technical information required by ASX Listing Rule 14.1A

If Resolutions 1(a) and 1(b) are passed, the Placement Shares will be excluded in calculating the Company’s combined 25% limit in ASX Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolutions 1(a) and 1(b) are not passed, the Placement Shares will be included in calculating the Company's combined 25% limit in ASX Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.

3.6 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolutions 1(a) and 1(b):

(a) the Placement Shares were issued to the Placement Participants, who are unrelated sophisticated and professional investors, being clients of the Lead Manager, and existing Shareholders of the Company. The Placement Participants were identified through a book build process, which involved the Lead Manager seeking expressions of interest to participate in the Placement from non-related parties of the Company;
(b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the Placement Participants are:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;

other than Mr Liam Cornelius, being a substantial shareholder in the Company and who subscribed for a total of 26,086,95 Placement shares through his associated entity, Duketon Consolidated Pty Ltd.

(c) a total of 110,869,565 Placement Shares were issued, as follows:
(i) 59,276,999 Placement Shares were issued pursuant to the Company’s placement capacity under Listing Rule 7.1 (being the subject of Resolution 1(a)); and
(ii) 51,592,566 Placement Shares were issued pursuant to the Company’s placement capacity under Listing Rule 7.1A (being the subject of Resolution 1(b));
(d)
the Placement Shares were issued on 15 May 2025;
(e) the Placement Shares issued were fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company’s existing Shares;
(f) the issue price of the Placement Shares was $0.023 each. The Company has not and will not receive any other consideration for the issue of the Placement Shares;
(g) the purpose of the issue of the Placement Shares was to raise $2,550,000 (before costs). Funds raised from the issue of the Placement Shares will be aggregated with funds raised from the Director Placement Securities, CEO Placement Securities and CFO Placement Securities, and be used in the manner set out in Section 3.1;

(h) the Placement Shares were not issued under an agreement; and
(i) a voting exclusion statement is included in the Notice in respect of Resolutions 1(a) and 1(b).

3.7 Board Recommendation

The Directors of the Company believe Resolutions 1(a) and 1(b) are in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of those Resolutions. The Chair intends to vote all undirected proxies in favour of Resolutions 1(a) and 1(b).

4. Resolution 2 – Approval to issue Placement Options

4.1 General

As announced on 9 May 2025, the issue of the Placement Options will be subject to shareholder approval. Further details of the Placement are set out in Section 3.1 above and the Company’s announcement dated 9 May 2025.

Resolution 2 seeks Shareholder approval for the issue of up to 55,434,783 free-attaching Placement Options to the Placement Participants on the basis of one (1) free-attaching Placement Option for every two (2) Placement Shares subscribed for and issued.

4.2 ASX Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 3.3 above.

The issue of the Placement Options does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Placement Options.

4.3 Technical Information required by ASX Listing Rule 14.1A

If Resolution 2 is passed, the Company will be able to proceed with the issue of the Placement Options to the Placement Participants within 3 months after the Meeting. In addition, the issue of the Placement Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Placement Options, and the Company may have to consider an alternative means of compensation to the Placement Participants in lieu of such issue.

4.4 Technical Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 2:

(a) the Placement Options will be issued to the Placement Participants, who are unrelated sophisticated and professional investors, being clients of the Lead Manager and to existing Shareholders of the Company. The Placement Participants were identified through a book build process, which involved the Lead Manager seeking expressions of interest to participate in the Placement from non-related parties of the Company;

(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Placement Participants are:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;

other than Mr Liam Cornelius, being a substantial shareholder in the Company and who subscribed for a total of 26,086,95 Placement shares through his associated entity, Duketon Consolidated Pty Ltd.

(c)
a total of up to 55,434,783 Placement Options will be issued;
(d)
the Placement Options will be issued on the terms set out in Schedule 2;
(e) the Placement Options will be issued no later than three (3) months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(f) the Placement Options will be issued for nil consideration, as the Placement Options are being issued free attaching with the Placement Shares on the basis of one (1) Placement Option for every two (2) Placement Shares subscribed for and issued;
(g) the purpose of the issue of the Placement Options and the intended use of funds raised is summarised in Section 3.1;
(h)
the Placement Options are not being issued under an agreement;
(i) the Placements Options are not being issued under, or to fund, a reverse takeover; and
(j) a voting exclusion statement is included in Resolution 2 of the Notice.

4.5 Board Recommendation

The Board believes that Resolution 2 is in the best interest of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of this Resolution. The Chair intends to vote undirected proxies in favour of Resolution 2.

5. Resolutions 3(a) and 3(b), 4(a) and 4(b), 5(a) and 5(b) – Approval for Director Participation in Placement

5.1 General

The current Directors of the Company, Mr Anthony Maslin, Ms Yaxi Zhan and Mr Brett Tucker have committed, subject to Shareholder approval, to participate in the Placement, to raise up to a total of approximately $30,000 via the issue of up to 1,304,349 Director Placement Shares and 652,176 Director Placement Options (together, Director Placement Securities ). The issue of the Director Placement Securities will be on the same terms as the issue of the Placement Shares and Placement Options to unrelated Placement Participants, with an issue price of $0.023 per Director Placement Share, together with one (1) free attaching Director Placement Option for every two (2) Director Placement Shares subscribed for and issued.

Accordingly, Resolutions 3(a)-(b), 4(a)-(b) and 5(a)-(b), seek shareholder approval under ASX Listing Rule 10.11 for:

(a) up to 434,783 Director Placement Shares and 217,392 Director Placement Options to be issued to Mr Anthony Maslin (and/or his nominees) (subject of Resolutions 3(a) and 3(b));
(b) up to 434,783 Director Placement Shares and 217,392 Director Placement Options to be issued to Ms Yaxi Zhan (and/or her) (subject of Resolutions 4(a) and 4(b)); and
(c) up to 434,783 Director Placement Shares and 217,392 Director Placement Options to be issued to Mr Brett Tucker (and/or his nominees) (subject of Resolutions 5(a) and 5(b)).

5.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

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

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

The proposed issue of the Director Placement Securities constitutes giving a financial benefit. Mr Anthony Maslin, Ms Yaxi Zhan and Mr Brett Tucker are each related parties of the Company by virtue of being Directors.

In respect of Resolutions 3(a) and 3(b), the Directors (excluding Mr Anthony Maslin), each of whom do not have a material personal interest in Resolutions 3(a) and 3(b), have determined that the exception in section 210 of the Corporations Act applies in relation to the proposed issue of Director Placement Securities to Mr Anthony Maslin (and/or his nominees), given that the proposed issue of the Director Placement Securities is considered to be on arm’s length terms (being on the same terms as the Placement to the unrelated Placement Participants).

In respect of Resolutions 4(a) and 4(b), the Directors (excluding Ms Yaxi Zhan), each of whom do not have a material personal interest in Resolutions 4(a) and 4(b), have determined that the exception in section 210 of the Corporations Act applies in relation to the proposed issue of Director Placement Securities to Ms Yaxi Zhan (and/or her nominees), given that the proposed issue of the Director Placement Securities is considered to be on arm’s length terms (being on the same terms as the Placement to the unrelated Placement Participants).

In respect of Resolutions 5(a) and 5(b), the Directors (excluding Mr Brett Tucker), each of whom do not have a material personal interest in Resolutions 5(a) and 5(b), have determined that the exception in section 210 of the Corporations Act applies in relation to the proposed issue of Director Placement Securities to Mr Brett Tucker (and/or his nominees), given that the proposed issue of the Director Placement Securities is considered to be on arm’s length terms (being on the same terms as the Placement to the unrelated Placement Participants).

5.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

(a) a related party;
(b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
(c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
(d) an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
(e) a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The proposed issue of the Director Placement Securities falls within ASX Listing Rule 10.11.1 and does not fall within any of the exceptions in ASX Listing Rule 10.12. Accordingly, the proposed issue of the Director Placement Securities requires the approval of Shareholders under ASX Listing Rule 10.11.

Resolutions 3(a)-3(b), 4(a)-(b) and 5(a)-5(b) seek the required Shareholder approval for the proposed issue of the Director Placement Securities under and for the purposes ASX Listing Rule 10.11.

5.4 Technical information required by ASX Listing Rule 14.1A

If Resolutions 3(a)-3(b), 4(a)-(b) and 5(a)-5(b) are passed, the Company will be able to proceed with the issue of the Director Placement Securities to the Directors within one (1) month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Director Placement Securities (because approval is being obtained under ASX Listing Rule 10.11), the issue of the Director Placement Securities will not use up any of the Company’s 15% placement capacity under ASX Listing Rule 7.1. The issue of the Director Placement Securities will also allow the Company to raise additional funds (of approximately $35,000 (before costs)) which will be used in the manner set out in Section 3.1.

If Resolutions 3(a)-3(b), 4(a)-(b) and 5(a)-5(b) are not passed, the Company will not be able to proceed with the issue of the Director Placement Securities to the Directors and no further funds will be raised.

5.5 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in respect of Resolutions 3(a)-3(b), 4(a)-(b) and 5(a)-5(b):

(a) the Director Placement Securities will be issued to Mr Anthony Maslin, Ms Yaxi Zhan and Mr Brett Tucker (and/or their respective nominees);
(b) Mr Anthony Maslin, Ms Yaxi Zhan and Mr Brett Tucker, each of whom fall within the category set out in Listing Rule 10.11.1 by virtue of being a Director;
(c) an aggregate of 1,304,349 Director Placement Shares and 652,176 Director Placement Options will be issued to the Directors (and/or their respective nominees) as follows:

Director	Director Placement Shares	Director Placement Options
Mr Anthony Maslin	434,783 (subject of Resolution 3(a))	217,392 (subject of Resolution 3(b))
Ms Yaxi Zhan	434,783 (subject of Resolution 4(a))	217,392 (subject of Resolution 4(b))
Mr Brett Tucker	434,783 (subject of Resolution 5(a))	217,392 (subject of Resolution 5(b))

(d) the Director Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) the Director Placement Options will be issued on the terms set out in Schedule 2, being the same terms as the Placement Options;
(f) the Director Placement Securities will be issued no later than one (1) month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);
(g) the issue price will be $0.023 per Director Placement Share (being the same price as the Placement Shares), and the issue price per Director Placement Option is nil (being the same price as the Placement Options);
(h) the purpose of the issue of the Director Placement Securities is to raise an additional $30,000 (before costs). Funds raised from the issue of the Director Placement Securities will be aggregated with funds raised via the issue of the Placement Shares, CEO Placement Securities and CFO Placement Securities, and used in the manner as set out in Section 3.1 above;
(i) the issue of the Director Placement Securities is not intended to remunerate or incentivise the Directors;
(j) the Director Placement Securities are not issued under an agreement; and
(k) a voting exclusion statement is included in the Notice in respect of Resolutions 3(a) – 5(b).

5.6 Board Recommendation

The Board:

(a) (except Mr Anthony Maslin) believes Resolutions 3(a) and 3(b) are in the best interest of the Company and its Shareholders and recommends that Shareholders vote in favour of Resolutions 3(a) and 3(b);
(b) (except Ms Yaxi Zhan) believes Resolutions 4(a) and 4(b) are in the best interest of the Company and its Shareholders and recommends that Shareholders vote in favour of Resolutions 4(a) and 4(b); and
(c) (except Mr Brett Tucker) believes Resolutions 5(a) and 5(b) are in the best interest of the Company and its Shareholders and recommends that Shareholders vote in favour of Resolutions 5(a) and 5(b).

The Chair intends to vote all undirected proxies in favour of Resolutions 3(a) – 5(b) respectively.

6. Resolutions 6(a), 6(b), 7(a) and 7(b) – Approval for CEO and CFO Participation in Placement

6.1 General

Mr Matthew Skinner and Mr Gary Elwell are, respectively, the current chief executive officer ( CEO ) and chief financial officer ( CFO ) of the Company and have committed to participate in the Placement, subject to shareholder approval, to raise up to a total of approximately $15,000 (before costs). Details of the Placement are set out in Section 3.1 and the Company’s announcement dated 9 May 2025.

Resolutions 6(a), 6(b), 7(a) and 7(b) seeks Shareholder approval in accordance with Listing Rule 7.1 for up to:

(a) 217,391 CEO Placement Shares (subject of Resolution 6(a));
(b) 108,696 CEO Placement Options (subject of Resolution 6(b)),
(c) 434,783 CFO Placement Shares (subject of Resolution 7(a)); and
(d) 217,392 CFO Placement Options (subject of Resolution 7(b)),

(together, the Mgt Placement Securities ) to be issued to Mr Matthew Skinner and Mr Gary Elwell (or their nominees) on the same terms as the Placement Shares and Placement Options issued to the unrelated Placement Participants under the Placement.

6.2 ASX Listing Rules 7.1

A summary of Listing Rule 7.1 is set out in Section 3.3.

The issue of the Mgt Placement Securities does not fit within the exceptions set out in ASX Listing Rule 7.2. Resolutions 6(a), 6(b), 7(a) and 7(b) seek Shareholder approval for the issue of the Mgt Placement Shares and Mgt Placement Options respectively.

6.3 Technical information required by Listing Rule 14.1A

If Resolutions 6(a), 6(b), 7(a) and 7(b) are passed, the Company will be able to proceed with the issue of the Mgt Placement Securities to Mr Matthew Skinner and Gary Elwell within three (3) months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules), without using any of the Company’s 15% placement capacity under ASX Listing Rule 7.1.The issue of the Mgt Placement Securities will also allow the Company to raise additional funds of approximately $15,000 (before costs), which will be used in the manner set out in Section 3.1.

If Resolutions 6(a), 6(b), 7(a) and 7(b) are not passed, the Company will not be able to proceed with the issue of the Mgt Placement Shares and no further funds will be raised.

6.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolutions 6(a), 6(b), 7(a) and 7(b):

(a) the CEO Placement Securities will be issued to Mr Matthew Skinner (and/or his nominees) and the CFO Placement Securities will be issued to Mr Gary Elwell (and/or his nominees);

(b) up to 217,391 CEO Placement Shares and 108,696 CEO Placement Options will be issued (being the subject of Resolutions 6(a) and 6(b) respectively) and up to 434,783 CFO Placement Shares and 217,392 CFO Placement Options will be issued (being the subject of Resolutions 7(a) and 7(b) respectively);
(c) the Mgt Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(d) the Mgt Placement Options will be issued on the terms set out in Schedule 2, being the same terms as the Placement Options;
(e) the Mgt Placement Securities will be issued no later than three (3) months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(f) the issue price will be $0.023 per Mgt Placement Share (being the same price as the Placement Shares), and the issue price per Mgt Placement Option is nil (being the same price as the Placement Options);
(g) the purpose of the issue of the Mgt Placement Securities is to raise an additional $15,000 (before costs). Funds raised from the issue of the Mgt Placement Securities will be aggregated with funds raised via the issue of the Placement Shares and Director Placement Securities, and used in the manner as set out in Section 3.1 above;
(h) the Mgt Placement Shares are not issued under an agreement;
(i) the Mgt Placement Shares are not issued under or to fund a reverse takeover; and
(j) a voting exclusion statement is set out in the Notice.

6.5 Board Recommendation

The Board believes Resolutions 6(a), 6(b), 7(a) and 7(b) is in the best interest of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolutions 6(a), 6(b), 7(a) and 7(b). The Chair intends to vote undirected proxies in favour of Resolutions 6(a), 6(b), 7(a) and 7(b).

7. Resolution 8 – Approval to issue Lead Manager Options (Eli Capital Pty Ltd)

7.1 General

In Company’s announcement dated 9 May 2025, the Company appointed Eli Capital Pty Ltd as Lead Manager to the Placement , pursuant to a lead manager mandate ( Lead Manager Mandate ).

The material terms of the Lead Manager Mandate are as follows:

(a) ( Term ): the Lead Manager Mandate is valid for term to completion of the proposed capital raising;
(b) ( Services ): the Lead Manager agrees to provide lead manager and bookrunner services to the Company for the Term, in respect of the Company’s proposed capital raising;

(c) ( Fees ): as consideration for the Services, the Company has agreed to:
(i) ( Management fee ): pay the Lead Manager a cash fee of 1% (plus GST) of the gross proceeds raised under the capital raising; and
(ii) ( Brokerage ): pay the Lead Manager a cash fee of 5% (plus GST) of the proceeds from investors introduced by the Lead Manager under the capital raising; and
(iii) ( Lead Manager Options ): subject to shareholder approval, issue to the Lead Manager (and/or its nominees) 5,000,000 unlisted Options, exercisable at $0.05 and expiring two (2) years from the date of issue.

The Lead Manager Mandate is otherwise on terms and conditions that are considered standard for an agreement of this nature.

Resolution 8 seeks Shareholder approval pursuant to ASX Listing Rule 7.1 to issue up to 5,000,000 Options, exercisable at $0.05 and expiring two (2) years from the date of issue) ( Lead Manager Options ) to Eli Capital Pty Ltd (and/or its nominees).

7.2 ASX Listing Rule 7.1

A summary of Listing Rule 7.1 is provided at Section 3.3 above. The issue of the Lead Manager Options falls within exception 17 of Listing rule 7.2. Exception 12 under Listing Rule 7.2 provides that if the issue of any securities requires prior shareholder approval, then such issue is not counted towards the 15% limit in ASX Listing Rule 7.1. Therefore the proposed issue of the Lead Manager Options requires the approval of Shareholders under ASX Listing Rule 7.1.

7.3 Technical Information required by ASX Listing Rule 14.1A

If Resolution 8 is passed, the Company will be able to proceed with the issue of the Lead Manager Options which allow the Company to satisfy its obligations pursuant to the Lead Manager Mandate.

If Resolution 8 is not passed, the Company will not be able to proceed with the issue of the Lead Manager Options, and the Company will have to consider an alternative means of consideration to the Lead Manager in lieu of such issue, for example by way of cash consideration.

7.4 Technical Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 8:

(a) the Lead Manager Options will be issued to Eli Capital Pty Ltd (and/or its nominees);
(b) a total of up to 5,000,000 Lead Manager Options will be issued;
(c) the Lead Manager Options will be issued on the terms set out in Schedule 3;
(d) the Lead Manager Options will be issued no later than three (3) months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(e) the Lead Manager Options will be issued for nil consideration, as the Lead Manager Options are being issued as part consideration for services provided;

(f) the purpose of the issue of the Lead Manager Options is as part consideration to the Lead Manager (and/or its nominees) pursuant to the Lead Manager Mandate;
(g) the Lead Manager Options will be issued pursuant to the Lead Manager Mandate. A summary of the material terms of the Lead Manager Mandate is set out in Section 7.1 above;
(h) the Lead Manager Options are not being issued under, or to fund, a reverse takeover; and
(i) a voting exclusion statement is included in Resolution 8 of the Notice.

8. Resolutions 9(a) and 9(b) – Approval to issue SPP Shares and SPP Options under Share Purchase Plan

8.1 General

On 9 May 2025, the Company announced a share purchase plan pursuant to which Shareholders who have a registered address in Australia or New Zealand as at 7:00pm (AWST) on Thursday, 8 May 2025 ( Eligible Shareholders ) may apply for up to $30,000 worth of Shares at an issue price of $0.023 per Share ( SPP Shares ), together with one (1) free attaching listed Option (ASX: WOAO), (exercisable at $0.03 and expiring on 19 July 2026) ( SPP Options ) for every two (2) SPP Shares subscribed for and issued, to raise up to a total of approximately $500,000 (before costs) ( Share Purchase Plan or SPP ).

The funds raised from the issue the SPP Shares and SPP Options ( SPP Securities ) under the Share Purchase Plan will be aggregated with the funds raised under the Placement and applied in the manner set out in Section 3.1.

Resolutions 9(a) and 9(b) seek Shareholder approval pursuant to ASX Listing Rule 7.1 to issue up to 21,739,130 SPP Shares and 10,869,565 SPP Options to Eligible Shareholders respectively.

8.2 ASX Listing Rule 7.1

A summary of Listing Rule 7.1 is provided at Section 3.3 above.

Listing Rule 7.2 Exception 5 excludes a share purchase plan from the restrictions in Listing Rule 7.1 provided, amongst other matters, that the issue price of the shares is at least 80% of the VWAP for shares, calculated over the last five (5) days on which sales in shares were recorded, either before the day on which the issue was announced or before the day on which the issue was made ( Price Condition ).

The Company is unable to rely on Listing Rule 7.2 Exception 5 in respect of the SPP because the issue price of the SPP Shares does not satisfy the Price Condition.

The VWAP of Shares for the last five days on which sales in Shares were recorded prior to the date of the announcement of the Share Purchase Plan (being 9 May 2025) was $0.031, with 80% of this VWAP being $0.025. The price per SPP Share is $0.023, which is approximately a 26% discount to the relevant VWAP prior to the date of the announcement of the Share Purchase Plan.

The VWAP of the Company’s listed Option (ASX.WOAO) for the last five days on which sales were recorded prior to the date of the announcement of the Share Purchase Plan (being 9 May 2025) was $0.019, with 80% of this VWAP being $0.015. The price per SPP Option is

nil, being free attaching Options, and therefore is less than 80% of relevant VWAP prior to the date of the announcement of the Share Purchase Plan.

Accordingly, Listing Rule 7.2 Exception 5 does not apply to the proposed issue of the SPP Securities. Further, the proposed issue of the SPP Securities does not fall within any other exceptions under Listing Rule 7.2 and would exceed the Company’s 15% placement capacity in Listing Rule 7.1.

The Company therefore needs to obtain Shareholder approval for the purposes of Listing Rule 7.1 for the proposed issue of the SPP Securities. Resolutions 9(a) and 9(b) therefore seek Shareholder approval for the issue of 21,739,130 SPP Shares and 10,869,565 SPP Options respectively.

8.3 Technical Information required by ASX Listing Rule 14.1A

If Resolutions 8(a) and 8(b) are passed, the Company will be able to proceed with the proposed issue of the SPP Securities. In addition, the Company will be able to proceed to raise up to $500,000 (before costs), which will be aggregated with the funds raised under the Placement and used in the manner set out in Section 3.1.

If Resolutions 9(a) and 9(b) are not passed, the Company will not be able to proceed with the proposed issue of the SPP Securities and no further funds will be raised.

8.4 Technical Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolutions 9(a) and 9(b):

(a) the SPP Shares and SPP Options will be issued to Eligible Shareholders (and/or their respective nominees) who have elected to participate in the Share Purchase Plan,
(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Eligible Shareholders are:
(i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
(ii) issued more than 1% of the issued capital of the Company;
(c) a total of up to 21,739,130 SPP Shares and 10,869,565 SPP Options will be issued;
(d) the SPP Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(e) the SPP Options will be the Company’s existing class of listed Options (ASX: WOAO). A summary of the terms of the SPP Options are set out in Schedule 4;
(f) the SPP Shares and SPP Options will be issued no later than three (3) months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(g) the issue price will be $0.023 per SPP Share (being the same price as the Placement Shares), and the issue price per SPP Option is nil (being free attaching to the SPP Shares on the basis of one (1) SPP Option for every two (2) SPP Shares subscribed for and issued);

(h) the purpose of the issue of the SPP Shares and SPP Options is to raise an additional $500,000 (before costs). The funds raised from the SPP Securities will be aggregated with the funds raised under the Placement and applied in the manner set out in Section 3.1;
(i) the material terms of the SPP Securities will be set out in an offer document, a copy of which is expected to be released to the ASX in early June 2025;
(j) the SPP Share and SPP Options are not being issued under, or to fund, a reverse takeover; and
(k) the Company has been granted a waiver by ASX from Listing Rule 7.3.9 to permit the Company not to include a voting exclusion statement in respect of Resolutions 9(a) and 9(b) that excludes votes in favour of Resolutions 9(a) and 9(b) by any person who may participate in the Share Purchase Plan (i.e. Eligible Shareholders), or any Associate of such person, provided that:
(i) the Share Purchase Plan is not underwritten; or
(ii) if it is underwritten, the Company excludes any votes cast in favour of Resolutions 9(a) and 9(b) by any proposed underwriter or sub-underwriter of the Share Purchase Plan and their Associates.

8.5 Board Recommendation

The Board believes that Resolutions 9(a) and 9(b) are in the best interest of the Company and its Shareholders and unanimously recommends that Shareholders vote in favour of Resolutions 9(a) and 9(b). The Chair intends to vote undirected proxies in favour of Resolutions 9(a) and 9(b).

SCHEDULE 1 – Definitions

In this Notice and the Explanatory Memorandum:

$ means Australian Dollars.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

AWST means Australian Western Standard Time, being the time in Perth, Western Australia.

Board means the board of Directors.

Business Day means:

(a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
(b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.

CEO means the chief executive officer of the Company.

CEO Options has the meaning given in Section 3.1.

CEO Placement Securities means collectively, the CEO Placement Shares and CEO Placement Options.

CEO Shares has the meaning given in Section 3.1.

CFO means the chief financial officer of the Company.

CFO Placement Options has the meaning given in Section 3.1.

CFO Placement Securities means collectively, the CFO Placement Shares and CFO Placement Options.

CFO Placement Shares has the meaning given in Section 3.1.

Chair means the person appointed to chair the Meeting convened by this 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 Wide Open Agriculture Limited (ACN 604 913 822).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Placement Option has the meaning given in Section 3.1.

Director Placement Securities has the meaning given in Section 5.1.

Director Placement Share has the meaning given in Section 3.1.

Eligible Shareholders has the meaning given in Section 8.1.

Explanatory Memorandum means the explanatory memorandum attached to 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.

Lead Manager has the meaning given in Section 3.1.

Lead Manager Mandate has the meaning given in Section 7.1.

Lead Manager Option has the meaning given in Section 7.1.

Listing Rules means the listing rules of ASX.

Meeting has the meaning in the introductory paragraph of the Notice.

Mgt Placement Options means collectively, the CEO Placement Options and CFO Placement Options.

Mgt Placement Securities has the meaning given in Section 6.1.

Mgt Placement Shares means collectively, the CEO Placement Shares and CFO Placement Shares.

Notice means this notice of meeting.

Option means an option which entities the holder to subscribe for one Share.

Placement has the meaning given in Section 3.1.

Placement Options has the meaning given in Section 3.1.

Placement Participant has the meaning given in Section 3.1.

Placement Shares has the meaning given in Section 3.1.

Price Condition has the meaning given in Section 8.2.

Proxy Form means the proxy form attached to the Notice.

Resolution means resolution contained in the Notice.

Schedule means a schedule to this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

SPP Options has the meaning given in Section 8.1.

SPP Securities has the meaning given in Section 8.2.

SPP Shares has the meaning given in Section 8.1.

VWAP means volume weight average price.

In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.

SCHEDULE 2 – Terms and Conditions of Placement Options, Director Placement Options, CEO Placement Options and CFO Placement Options

The following terms and conditions apply to the Placement Options, Director Placement Options, CEO Placement Options and CFO Placement Options (Resolutions 2, 3(b), 4(b), 5(b), 6(b) and 7(b)):

(a) Each Option entitled the holder to one Share (fully paid ordinary share) upon exercise of the Option.
(b) The exercise price of the Option is 3 cents.
(c) The Options are exercisable at any time prior to 5:00pm AWST on 19 July 2026 ( Expiry Date ). An Option not exercised on or before the Expiry Date will automatically lapse on the Expiry Date.
(d) The Options are transferable at any time before the Expiry Date, subject to any restriction or escrow arrangements imposed by the ASX or under applicable Australian securities law.
(e) The Options are quoted on the ASX as WOAO.
(f) The Company will apply to the ASX for quotation of the Shares issued on exercise of Options.
(g) The Company will provide to each Option holder a notice that is to be completed when exercising the Options ( Notice of Exercise ). The Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date. The Company will process all relevant documents received at the end of every calendar month.
(h) Upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be issued a Share ranking equally with the then issued Shares.
(i) There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Thereby, the Optionholder has no rights to a change in the exercise price of the Option or a change to the number of underlying securities over which the Option can be exercised except in the event of a bonus issue. However, the Company will ensure that the Optionholder will be notified of a proposed issue after the issue is announced. This will give the Optionholder the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(j) If there is a bonus issue ( Bonus Issue ) to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised by the number of Shares which the holder would have received if the Option had been exercised before eh record date for the Bonus Issue ( Bonus Shares ). The Bonus Shares must be paid up by the Company out of profit or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.
(k) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to be changed in a manner consistent with the Listing Rules. Any calculations or adjustments which are required to be made will be made by the Company Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Optionholder.

SCHEDULE 3– Terms and Conditions of Lead Manager Options

The following terms and conditions apply to the Lead Manager Options (Resolution 8):

(a) Entitlement

Each Option entitles the holder to subscribe for one (1) Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option is $0.05 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (AWST) on the date that is two (2) years from the date of issue ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g)

Timing of issue of Shares on exercise

Following the Exercise Date and within the time period specified by the ASX Listing Rules, the Company will:

(i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary

to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of a holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Transferability

Subject to the Board’s discretion, the Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 4– Terms and Conditions of SPP Options

The following terms and conditions apply to the SPP Options (Resolution 9(b)):

(a) Each Option entitled the holder to one Share (fully paid ordinary share) upon exercise of the Option.
(b) The exercise price of the Option is 3 cents.
(c) The Options are exercisable at any time prior to 5:00pm AWST on 19 July 2026 ( Expiry Date ). An Option not exercised on or before the Expiry Date will automatically lapse on the Expiry Date.
(d) The Options are transferable at any time before the Expiry Date, subject to any restriction or escrow arrangements imposed by the ASX or under applicable Australian securities law.
(e) The Options are quoted on the ASX as WOAO.
(f) The Company will apply to the ASX for quotation of the Shares issued on exercise of Options.
(g) The Company will provide to each Option holder a notice that is to be completed when exercising the Options ( Notice of Exercise ). The Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date. The Company will process all relevant documents received at the end of every calendar month.
(h) Upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be issued a Share ranking equally with the then issued Shares.
(i) There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Thereby, the Optionholder has no rights to a change in the exercise price of the Option or a change to the number of underlying securities over which the Option can be exercised except in the event of a bonus issue. However, the Company will ensure that the Optionholder will be notified of a proposed issue after the issue is announced. This will give the Optionholder the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
(j) If there is a bonus issue ( Bonus Issue ) to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised by the number of Shares which the holder would have received if the Option had been exercised before eh record date for the Bonus Issue ( Bonus Shares ). The Bonus Shares must be paid up by the Company out of profit or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.
(k) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Optionholder are to be changed in a manner consistent with the Listing Rules. Any calculations or adjustments which are required to be made will be made by the Company Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Optionholder.

Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

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Wide Open Agriculture Ltd | ABN 86 604 913 822

Your proxy voting instruction must be received by 11.00am (AWST) on Tuesday, 01 July 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking 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 SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms h If i ddiil P Vi F Ai Ri Si	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000
	BY EMAIL: [email protected] BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.

SIGNING INSTRUCTIONS

BY EMAIL:

Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders 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 Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address: Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

[email protected]

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic: WEBSITE: https://automicgroup.com.au

PHONE:

CORPORATE REPRESENTATIVES

1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Wide Open Agriculture Ltd, to be held at 11.00am (AWST) on Thursday, 03 July 2025 at Unit 2/284 Oxford St, Leederville WA 6007 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 3a, 3b, 4a, 4b, 5a, 5b, 6a and 6b (except where I/we have indicated a different voting intention below) even though Resolutions 3a, 3b, 4a, 4b, 5a, 5b, 6a and 6b are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction	STEP 2 - Your voting direction
Resolutions For Against Abstain	Resolutions For Against Abstain
1a Ratification of prior issue of Placement Shares – Listing Rules 7.1	5b Approval for Director Participation in Placement – Mr Brett Tucker
1b Ratification of prior issue of Placement Shares – Listing Rules 7.1 A	6a Approval for CEO Participation in Placement – Mr Matthew Skinner
2 Approval to issue Placement Options	6b Approval for CEO Participation in Placement – Mr Matthew Skinner
3a Approval for Director Participation in Placement – Mr Anthony Maslin	7a Approval for CFO Participation in Placement – Mr Gary Elwell
3b Approval for Director Participation in Placement – Mr Anthony Maslin	7b Approval for CFO Participation in Placement – Mr Gary Elwell
4a Approval for Director Participation in Placement – Ms Yaxi Zhan	8 Approval to issue Lead Manager Options (Eli Capital Pty Ltd)
4b Approval for Director Participation in Placement – Ms Yaxi Zhan	9a Approval to issue SPP Shares and SPP Options under Share Purchase Plan
5a Approval for Director Participation in Placement – Mr Brett Tucker	9b Approval to issue SPP Shares and SPP Options under Share Purchase Plan
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 – Signatures and contact details

Individual or Securityholder 1			Securityholder 2			Securityholder 3

Sole Director and Sole Company Secretary			Director		Director / Company Secretary
Contact Name:

Email Address:

Contact Daytime Telephone				Date (DD/MM/YY)
					/	/
By providing your email address, you elect to	receive all	communications despatched by the Company electronically (where legally permissible).

AI assistant

WIDE OPEN AGRICULTURE LTD — Proxy Solicitation & Information Statement 2025

66072_rns_2025-06-02_5ee95f21-9f8b-48aa-9a94-633be829bc84.pdf

Wide Open Agriculture Ltd – Upcoming General Meeting of Shareholders

Notice of Meeting

Proxy Voting

Wide Open Agriculture Ltd (ACN 604 913 822)

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

Thursday, 3[rd] July 2025

11am AWST

To be held at the Offices of Wide Open Agriculture Ltd,

Unit 2/284 Oxford St, Leederville WA 6007

NOTICE OF MEETING

AGENDA

1. Resolutions 1(a) and 1(b) – Ratification of prior issue of Placement Shares – Listing Rules 7.1 and 7.1A

Voting Exclusion Statement

2. Resolution 2 – Approval to issue Placement Options

Voting Exclusion Statement

3. Resolutions 3(a) and 3(b) – Approval for Director Participation in Placement – Mr Anthony Maslin

Voting Exclusion Statement

Voting Prohibition Statement

4. Resolutions 4(a) and 4(b) – Approval for Director Participation in Placement – Ms Yaxi Zhan

Voting Exclusion Statement

Voting Prohibition Statement

5. Resolutions 5(a) and 5(b) – Approval for Director Participation in Placement – Mr Brett Tucker

Voting Exclusion Statement

Voting Prohibition Statement

6. Resolutions 6(a) and 6(b) – Approval for CEO Participation in Placement – Mr Matthew Skinner

Voting Exclusion Statement

7. Resolutions 7(a) and 7(b) – Approval for CFO Participation in Placement – Mr Gary Elwell

Voting Exclusion Statement

8. Resolution 8 – Approval to issue Lead Manager Options (Eli Capital Pty Ltd)

Voting Exclusion Statement

9. Resolutions 9(a) and 9(b) – Approval to issue SPP Shares and SPP Options under Share Purchase Plan

BY ORDER OF THE BOARD

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 Proxies

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to Chair in certain circumstances

2.2 Proxy Holders and Voting Instructions

2.3 Submit your Proxy Vote

2.3.1 Online

2.3.2 By Paper

3. Resolutions 1(a) and 1(b) – Ratification of prior issue of Placement Shares – Listing Rules 7.1 and 7.1A

3.1 Background

3.2 General

3.3 ASX Listing Rules 7.1 and 7.1A

3.4

ASX Listing Rules 7.4

3.5 Technical information required by ASX Listing Rule 14.1A

3.6 Technical information required by ASX Listing Rule 7.5

3.7

Board Recommendation

4. Resolution 2 – Approval to issue Placement Options

4.1 General

4.2

ASX Listing Rule 7.1

4.3 Technical Information required by ASX Listing Rule 14.1A

4.4

Technical Information required by ASX Listing Rule 7.3

4.5 Board Recommendation

5. Resolutions 3(a) and 3(b), 4(a) and 4(b), 5(a) and 5(b) – Approval for Director Participation in Placement

5.1 General

5.2 Chapter 2E of the Corporations Act

5.3 ASX Listing Rule 10.11

5.4 Technical information required by ASX Listing Rule 14.1A

5.5 Technical Information required by ASX Listing Rule 10.13

5.6 Board Recommendation

6. Resolutions 6(a), 6(b), 7(a) and 7(b) – Approval for CEO and CFO Participation in Placement

6.1 General

6.2 ASX Listing Rules 7.1

6.3 Technical information required by Listing Rule 14.1A

6.4 Technical information required by ASX Listing Rule 7.3

6.5

Board Recommendation

7. Resolution 8 – Approval to issue Lead Manager Options (Eli Capital Pty Ltd)

7.1 General

7.2

WIDE OPEN AGRICULTURE LTD Proxy Solicitation & Information Statement 2025