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XENITRA LIMITED — Proxy Solicitation & Information Statement 2026
Feb 26, 2026
66096_rns_2026-02-26_c008d46b-cd0d-4c95-90db-6f22ea391f24.pdf
Proxy Solicitation & Information Statement
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ASX ANNOUNCEMENT
27 February 2026
Addendum to General Meeting of Shareholders
Aumake Limited ( Company ) refers to the notice of meeting dated 11 February 2026 ( Notice ). The Company has amended the Notice for the purposes set out in the attaches addendum ( Addendum ).
The Addendum is supplemental to the original Notice and should be read in conjunction with the Notice. Save for the amendments set out below, the Notice remains unchanged
Enclosed with this announcement are the following documents:
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Addendum.
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Sample proxy form.
Authorised by the Board of Aumake Limited.
For further information please contact:
Sebastian Andre [email protected]
Aumake Limited ABN 79 150 110 017 Suite 1507, World Tower, 87-89 Liverpool St, Sydney NSW 2000 | Aumake.com.au
AUMAKE LIMITED ACN 150 110 017 (Company)
Addendum to Notice of General Meeting
Aumake Limited (ACN 150 110 017) (the Company ) hereby gives notice to Shareholders that, in relation to the Notice of General Meeting dated 11 February 2026 ( Notice ) in respect of the General Meeting of the Company to be held at Suite 1507, 87-89 Liverpool St, Sydney NSW 2000 on Friday, 13 March 2026 at 11:00am (AEDT) ( Meeting ), the directors of the Company ( Directors ) have resolved to amend the Notice by this addendum to the Notice ( Addendum ) for the purposes set out below.
In the same manner as the Notice was dispatched to Shareholders and in accordance with the Corporations Act 2001 (Cth) ( Corporations Act ), the Company will not be dispatching hard copies of the Addendum unless the shareholder has made a valid election to receive documents from the Company in hard copy. The Addendum can be viewed and downloaded from the Company’s website at https://investors.aumake.com.au/asx-announcements or ASX at www.asx.com.au/markets/company/AUK.
Additional Resolutions
By this Addendum, Resolutions 5(a)-5(d) ( Additional Resolutions ), are added to the Notice with respect to obtaining shareholder approval to issue Options (as detailed below).
This Addendum is supplemental to the original Notice and should be read in conjunction with the Notice. Save for the amendments set out below, the Notice remains unchanged.
The numbering used in this Addendum is a continuation of the numbering used in the Notice and the Explanatory Memorandum. Unless otherwise defined in this Addendum, the defined terms used in this Addendum are as defined in the Notice.
The Company has sought legal advice confirming the Additional Resolutions will be legally valid and binding on the Company if passed by Shareholders at the Meeting.
This Addendum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their suitably qualified professional advisors prior to voting. Should you wish to discuss the matters set out in this Addendum, please do not hesitate to contact the Company by telephone on 1800 800 285.
Proxy Forms
Annexed to this Addendum is a replacement Proxy Form ( Replacement Proxy Form ). To ensure clarity of voting instructions by Shareholders on the Resolutions 1-4 in the Notice and Additional Resolutions to be considered at the Meeting, Shareholders are advised that:
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(a) If you have already completed and returned the Proxy Form annexed with the Notice ( Original Proxy Form ) and you wish to change your original vote for Resolutions 1-4 or cast votes for the Additional Resolutions (5(a)-5(d)), you must complete and return the Replacement Proxy Form.
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(b) If you have already completed and returned the Original Proxy Form and you do not wish to change your original vote for Resolutions 1-4 or vote on the Additional
Resolutions, you do not need to take any action as your earlier submitted Original Proxy Form will be accepted by the Company for Resolutions 1-4 unless you submit a Replacement Proxy Form. For the avoidance of doubt, the Company notes that if you do not lodge a Replacement Proxy Form, you will not have cast a vote on the Additional Resolutions .
- (c) If you have not yet completed and returned a Proxy Form and you wish to vote on the Resolutions 1-4 in the Notice and the Additional Resolutions included in the Addendum, please complete and return the Replacement Proxy Form.
Proxies may be lodged using any of the following methods:
Online: https://www.votingonline.com.au/aukgm2026
By mail: Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia In person: Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia
The last Proxy Form you lodge before the latest time for receipt of proxy forms (being not later than 48 hours before the commencement of the Meeting) will be taken to be your Proxy Form for voting on items of business at the Meeting.
Voting Instructions and Chair’s voting intentions
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 5(a)5(d), unless you have directed them how to vote.
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 5(a)-5(d), by marking “For”, “Against” or “Abstain” for each of those resolutions.
Additional Resolutions
Resolutions 5(a)-5(d), are included in the Notice as follows:
5. Resolutions 5(a), 5(b), 5(c) and 5(d)– Approval to issue Incentive Options to the Directors (Mr Carl Hagon, Mr Li (Alex) Li, Mr Zoran Grujic and Dr Anthony Noble)
To consider and, if thought fit, to pass with or without amendment, the following resolutions as ordinary resolutions :
“That, for the purpose of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 130,000,000 Incentive Options as follows:
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(a) up to 30,000,000 Incentive Options to Mr Carl Hagon (and/or his nominees);
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(b) up to 30,000,000 Incentive Options to Mr Li (Alex) Li (and/or his nominees);
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(c) up to 30,000,000 Incentive Options to Mr Zoran Grujic (and/or his nominees); and
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(d) up to 40,000,000 Incentive Options to Dr Anthony Noble (and/or his nominees),
on the terms and conditions in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast:
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(a) In respect of Resolution 5(a):
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(i) Mr Cal Hagon (and/or his nominees), being the 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 entity; or
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(ii) any Associate of that person or those persons.
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(b) In respect of Resolution 5(b):
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(i) Mr Li (Alex) Li (and/or his nominees), being the 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 entity; or
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(ii) any Associate of that person or those persons.
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(c) In respect of Resolution 5(c):
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(i) Mr Zoran Grujic (and/or his nominees), being the 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 entity; or
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(ii) any Associate of that person or those persons.
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(d) In respect of Resolution 5(d):
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(i) Dr Anthon Noble (and/or his nominees), being the 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 entity; or
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(ii) any Associate of that person or those persons.
However, this does not apply to a vote cast in favour of these Resolutions by:
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(a) a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way; or
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(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
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(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:
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(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
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(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 these Resolutions must not be cast (in any capacity) by or on behalf of a related party to whom the Resolutions would permit a financial benefit to be given or an associate of such a related party ( Resolution 5(a)-5(d) 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 Resolution 5(a)-5(d) 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:
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(a) the proxy is either:
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(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 these Resolutions.
Provided the Chair is not a Resolution 5(a)-5(d) Excluded Party, the above prohibition does not apply if:
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(a) the proxy if the Chair; and
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(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.
Dated 24 February 2026
BY ORDER OF THE BOARD
Sebastian Andre Company Secretary Aumake Limited
Aumake Limited ACN 150 110 017 (Company)
Addendum to the Explanatory Memorandum
The Explanatory Memorandum in the Notice is supplemented with the following information in relation to Resolutions 5(a)-5(d) as follows:
7. Resolutions 5(a), 5(b), 5(c), and 5(d) – Approval to issue Incentive Options to Directors (Mr Carl Hagon, Mr Li (Alex) Li, Mr Zoran Grujic and Dr Anthony Noble)
7.1 General
Resolutions 5(a)-5(d) seek Shareholder approval pursuant to section 195(4) and section 208 of the Corporations Act and ASX Listing Rule 10.11 for the issue of a total of up to 130,000,000 Options (exercisable at $0.004 and expiring on 1 October 2030) and subject to the following vesting conditions:
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(a) the Company reporting at least AUD75,000,000 of revenue in any annual audited consolidated financial report lodged with the ASX before the expiry date; and
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(b) at least two (2) quarters of positive net operating cash flows, as reported in Item 1.9 of the Appendix 4C lodged by the Company with the ASX before the expiry date,
(together, the Vesting Conditions ) ( Incentive Options ) to the Directors (and/or their respective nominees) as follows:
| Director | Number of Incentive Options |
|---|---|
| Mr Carl Hagon (and/or his nominees) | 30,000,000 |
| Mr Li (Alex) Li (and/or his nominees) | 30,000,000 |
| Mr Zoran Grujic (and/or his nominees) | 30,000,000 |
| Dr Anthony Noble (and/or his nominees) | 40,000,000 |
| Total | 130,000,000 |
The Incentive Options are being issued to incentivise and reward the Directors of the Company. For the avoidance of doubt, Resolutions 5(a)-5(d) are not interdependent on each other.
7.2 Section 195(4) of the Corporations Act
A majority of the current Directors have a material personal interest in the outcome of Resolutions 5(a)-5(d) (as applicable to each current Director) by virtue of the fact that these Resolutions are concerned with the issue of the Incentive Options to all of the current Directors. Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a material personal interest are being considered. In the absence of Shareholder approval under section 195(4) of the Corporations Act, the Directors may not be
able to form a quorum at Board meetings necessary to carry out the terms of these Resolutions. The Directors have accordingly exercised their right under section 195(4) of the Corporations act to put the issue to Shareholders to determine.
7.3 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:
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(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
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(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 issue of the Incentive Options constitutes giving a financial benefit and each proposed recipient is a related party of the Company by reason of being a current Director of the Company.
As the Incentive Options are proposed to be issued to all of the current Directors, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Incentive Options. Accordingly, Shareholder approval for the issue of the Incentive Options is sought in accordance with Chapter 2E of the Corporations Act.
7.4 ASX Listing Rule 10.11
ASX Listing Rule 10.11 provides that unless one of the exceptions in ASX Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:
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(a) a related party;
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(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;
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(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;
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(d) an associate of a person referred to in ASX Listing Rules 10.11.1 to 10.11.3; or
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(e) a person whose relationship with the company or a person referred to in ASX 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 issue of the Incentive Options 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 issue of the Incentive Options requires the approval of Shareholders under ASX Listing Rule 10.11.
Accordingly, Resolutions 5(a)-5(d) seek the required Shareholder approval for the issue of the Incentive Options, in accordance with ASX Listing Rule 10.11.
7.4 Technical Information required by ASX Listing Rule 14.1A
If Resolutions 5(a)-5(d) are passed, the Company will be able to proceed with the issue of the Incentive Options to the Directors (and/or their respective nominees). This will occur within one (1) month after the date of the Meeting (or such later date as permitted by an ASX waiver or modification of the Listing Rules). As approval pursuant to ASX Listing Rule 7.1 is not required for the issue of the Incentive Options (because approval is being obtained under ASX Listing Rule 10.11), the issue of the Incentive Options will not use up any of the Company’s 15% placement capacity under ASX Listing Rule 7.1.
If Resolutions 5(a)-5(d) are not passed, the Company will not be able to proceed with the issue of the Incentive Options, and the Company may have to consider alternative means to incentives and reward the Directors in lieu of such issues.
7.5 Technical Information required by ASX Listing Rule 10.13 and section 219 of the Corporations Act
Pursuant to and in accordance with ASX Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 5(a)-5(d):
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(a) the Incentive Options will be issued to Mr Carl Hagon, Mr Li (Alex) Li, Mr Zoran Grujic and Dr Anthony Noble (and/or their respective nominees), each of whom falls within the category set out in ASX Listing Rule 10.11.1 by virtue of being existing Directors of the Company;
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(b) a maximum number of up to 130,000,000 Incentive Options will be issued, as follows:
| Director | Number of Incentive Options |
|---|---|
| Mr Carl Hagon (and/or his nominees) | 30,000,000 |
| Mr Li (Alex) Li (and/or his nominees) | 30,000,000 |
| Mr Zoran Grujic (and/or his nominees) | 30,000,000 |
| Dr Anthony Noble (and/or his nominees) | 40,000,000 |
| Total | 130,000,000 |
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(c) the terms and conditions of the Incentive Options are set out in Schedule 3;
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(d) the Incentive Options 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 ASX Listing Rules) and it is anticipated that the Incentive Options will be issued on the same date;
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(e) the Incentive Options are proposed to be issued for nil cash consideration. Accordingly, no funds will be raised from the issue of the Incentive Options;
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(f) the Company has agreed to issue the Incentive Options to the Directors (and/or their respective nominees) (subject to Shareholder approval) to incentivise the Directors and provide cost effective consideration to the Directors for their ongoing commitment and contribution to the Company in their respective roles as Directors, whilst allowing the Company to maintain cash reserves for acquisitions and operations. In addition, the Board considers the grant of the Incentive Options to the Directors to be reasonable, given the necessity to attract high calibre professionals to the Company whilst
maintaining the Company’s cash reserves; further that the vesting conditions of the options represent achievement of a comprehensive company turn around to which the directors will have made a material and meaningful contribution.
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(g) the number of Incentive Options to be issued has been determined upon a consideration of current market standards and/or practices of other ASX listed companies of a similar size and stage of development to the Company and incentives to attract and ensure continuity of service of the Directors who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves;
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(h) the value of the Incentive Options and the pricing methodology is set out in Schedule 4;
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(i) the current remuneration from the Company to each Director and their respective associates for the prior financial year and the proposed remuneration for the current financial year are set out below:
| Director | Current Financial Year (ending 30 June 2026) |
Prior Financial Year (ending 30 June 2025) |
|
|---|---|---|---|
| Mr Carl Hagon1 | $23,331 | NIL | |
| Mr Li (Alex) Li2 | $40,000 | $63,000 | |
| Mr Zoran Grujic3 | $21,826 | NIL | |
| Dr Anthony Noble4 | $60,000 | $20,000 |
Notes:
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Mr Hagon was appointed as Non-Executive Director on 28 November 2025. For FY2026, Mr Hagon is entitled to receive directors’ fees of $40,000 per annum. FY2026 fees represent the pro rata remuneration of Mr Hagon’s since the date of his appointment. If Resolution 5(a) is passed, Mr Hagon (and/or his nominees) will be entitled to receive 30,000,000 Incentive Options. A valuation of the Incentive Options is included at Schedule 4.
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For FY2025, Mr Li received directors’ fees of $48,000 and share-based payments of $15,000. For FY2026, Mr Li is entitled to directors’ fees of $40,000. If Resolution 5(b) is passed, Mr Li (and/or his nominees) will be entitled to receive 30,000,000 Incentive Options. A valuation of the Incentive Options is included at Schedule 4.
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Mr Grujic was appointed as Non-Executive Director on 17 December 2025. For FY2026, Mr Grujic is entitled to receive directors’ fees of $40,000 per annum. FY2026 fees represent the pro rata remuneration of Mr Hagon’s since the date of his appointment. If Resolution 5(c) is passed, Mr Grujic (and/or his nominees) will be entitled to receive 30,000,000 Incentive Options. A valuation of the Incentive Options is included at Schedule 4.
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For FY2025, Mr Noble received directors’ fees of $20,000. For FY2026, Mr Noble is entitled to directors’ fees of $60,000. If Resolution 5(d) is passed, Mr Noble (and/or his nominees) will be entitled to receive 40,000,000 Incentive Options. A valuation of the Incentive Options is included at Schedule 4.
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(j) the current relevant interests of the Directors in securities of the Company as at the date of this Notice are set out below:
| Director | Shares | Options |
|---|---|---|
| Mr Carl Hagon1 | NIL | NIL |
| Mr Li (Alex) Li2, 3 | 163,249,420 | Nil |
| Mr Zoran Grujic4 | NIL | NIL |
| Dr Anthony Noble5 | NIL | NIL |
Notes:
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If Resolution 5(a) is passed, Mr Hagon (and/or his nominees) will be entitled to receive 30,000,000 Incentive Options.
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163,249,420 Shares held indirectly via Grand Aust International Pty Ltd.
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If Resolution 5(b) is passed, Mr Li (and/or his nominees) will be entitled to receive 30,000,000 Incentive Options.
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If Resolution 5(c) is passed, Mr Grujic (and/or his nominees) will be entitled to receive 30,000,000 Incentive Options.
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If Resolution 5(d) is passed, Dr Noble (and/or his nominees) will be entitled to receive 40,000,000 Incentive Options.
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(k) the Incentive Options are not being issued under an agreement;
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(l) if the Incentive Options are issued to the Directors and the respective vesting conditions are satisfied resulting in the Incentive Options converting into Shares (in accordance with their terms), a total of 130,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 3,847,858,827 to 3,977,858,827 (assuming no other Shares are issued or convertible securities exercised or vested) with the effect that the shareholding of existing shareholders would be diluted by an aggregate of approximately 3.26%;
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(m) the trading history of the Shares of the Company on ASX in the twelve (12) months before the date of this Notice is set out below:
| Price | Date | |
|---|---|---|
| Highest | $0.005 | 20/2/25, 4/3/25,7-11/3/25, 14/3/25 and 20/3/25 |
| Lowest | $0.002 | 13-16/6/25, 19/6/25, 25-26/6/25, 30/6/25,-1/7/25, 4/7/25, 25/7/25, 13- 14/11/25, 8/12/25, 18/12/25, 14- 30/1/26, 3/2/26 and 6-13/2/26 |
| Last | $0.003 | 19/02/26 |
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(n) if Mr Carl Hagon, Mr Li (Alex) Li, Mr Zoran Grujic and Dr Anthony Noble are all issued the Incentive Options (the subject of Resolutions 5(a)-5(d)) and the respective vesting conditions are satisfied resulting in the Incentive Options converting into Shares (in accordance with their terms) they would hold 0.75%, 4.86%, 0.75% and 1.01% respectively of the issued capital of the Company, on an undiluted basis (assuming no other Shares are issued or convertible securities exercised or vested);
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(o) in respect of Resolutions 5(a)-5(d):
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(i) the primary purpose of the Incentive Options is set out in Section 7.5(f) above;
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(ii) the Board (other than in respect of the relevant Resolutions that they have an interest in) considered the extensive experience and reputation of the relevant Director within the industry and current market practices when determining the number of Incentive Options to be issued to the Directors; and
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(iii) the Board does not consider there are any significant costs to the Company in issuing the Incentive Options to the Directors (and/or their respective nominees);
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(p) each Mr Carl Hagon, Mr Li (Alex) Li, Mr Zoran Grujic and Dr Anthony Noble are Directors and have a material personal interest in the outcome of Resolutions 5(a)-5(d) (as applicable) on the basis that they (and/or their respective nominees) are to be issued the Incentive Options. For this reason, the Directors do not believe that it is appropriate to make recommendations on Resolutions 5(a)-5(d);
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(q) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interest of the Company to pass these Resolutions; and
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(r) a voting exclusion statement is included for each Resolutions Resolution 5(a)-5(d) of this Notice.
Schedule 3 – Terms and Conditions of Incentive Options
The following terms and conditions apply to the Incentive Options (Resolutions 5(a)-5(d)):
(a) Entitlement
Each Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price
Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.004 ( Exercise Price ).
(c)
Expiry Date and Vesting Conditions
| Vesting Conditions | Expiry Date |
|---|---|
| The Options will vest upon the Company reporting: (a) at least at least AUD75,000,000 of revenue in any annual audited consolidated financial report lodged with the ASX before the expiry date; and (b) at least two (2) quarters of positive net operating cash flows, as reported in Item 1.9 of the Appendix 4C lodged by the Company with the ASX before the expiry date. |
5:00pm (AEST) on 1 October 2030 |
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 after the date the applicable Vesting Conditions are satisfied and until the Expiry Date ( Exercise Period ).
(e) Notice of Exercise
Subject to satisfaction of the Vesting Conditions in paragraph (c), 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
In accordance with the Corporations Act and ASX Listing Rules, after the Exercise Date the Company will:
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(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;
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(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 (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) Restrictions on transfer or disposal of Shares
If the Company is unable to give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, Shares issued on conversion of the Options may not be traded until 12 months after their issue unless the Company, at its sole discretion, elects to issue a prospectus to section 708A(11) of the Corporations Act.
(i) Shares issued on exercise
Shares issued on exercise of the Options rank equally with the then issued shares of the Company.
(j) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(k) 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.
(l) Quotation
The Company may, at the Board’s discretion, seek quotation of the Options in accordance with the Listing Rules and Corporations Act, subject to satisfaction of the minimum quotation of the Listing Rules. In the event that the Board elects not to obtain quotation, or quotation of the Options cannot be obtained, the Options will remain unquoted.
(m) Transferability
The Options are transferable subject to paragraph (h) above and any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.
Schedule 4 – Valuation of Incentive Options
The Incentive Options to be issued to the Directors (and/or their respective nominees) pursuant to Resolutions 5(a)-5(d) have been valued independently using the Back Scholes methodology and the assumptions set out below.
| Assumptions: | |
|---|---|
| Valuation date | 18 February 2026 |
| Market price of Shares | $0.003 |
| Exercise price | $0.004 |
| Expiry date | 1 October 2030 |
| Risk free interest rate | 4.211% |
| Expected volatility | 100% |
| Indicative value per Incentive Option | $0.0021 |
| Total of Incentive Options | $273,000 |
| Mr Carl Hagon (Resolution 5(a)) | $63,000 |
| Mr Li (Alex) Li (Resolution 5(b)) | $63,000 |
| Mr Zoran Grujic (Resolution 5(c)) | $63,000 |
| Dr Anthony Noble (Resolution 5(d)) | $84,000 |
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All Correspondence to:
- By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
By Fax: +61 2 9290 9655 Online: www.boardroomlimited.com.au
By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recorded before 11:00am (AEDT) on Wednesday, 11 March 2026.
TO APPOINT A PROXY ONLINE
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BY SMARTPHONE
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STEP 1: VISIT https://www.votingonline.com.au/aukgm2026
STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)
STEP 3: Enter your Voting Access Code (VAC):
Scan QR Code using smartphone
QR Reader App
TO VOTE BY COMPLETING THE PROXY FORM
SAMPLE
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STEP 1 APPOINTMENT OF PROXY
Indicate who you want to appoint as your Proxy.
If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.
STEP 3 SIGN THE FORM
The form must be signed as follows:
Individual: This form is to be signed by the securityholder.
Joint Holding : where the holding is in more than one name, all the securityholders should sign.
Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.
STEP 4 LODGEMENT
To appoint a second proxy you must:
(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
(b) return both forms together in the same envelope.
STEP 2 VOTING DIRECTIONS TO YOUR PROXY
To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.
Proxy which is a Body Corporate
Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.
Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am (AEDT) on Wednesday, 11 March 2026. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy forms may be lodged using the enclosed Reply Paid Envelope or:
Online https://www.votingonline.com.au/aukgm2026 By Fax + 61 2 9290 9655 By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia
Attending the Meeting
If you wish to attend the meeting please bring this form with you to assist registration .
Aumake Limited ACN 150 110 017
Your Address
This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.
PROXY FORM
STEP 1 APPOINT A PROXY
I/We being a member/s of Aumake Limited (Company) and entitled to attend and vote hereby appoint:
the Chair of the Meeting (mark box)
OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the General Meeting of the Company to be held at the Suite 1507, 87-89 Liverpool St, Sydney NSW 2000 on Friday, 13 March 2026 at 11:00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.
The Chair of the Meeting is authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 5(a) – 5(d), I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Item even though Resolutions 5(a) – 5(d) is connected with the remuneration of a member of the key management personnel for the Company.
The Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolutions 5(a) – 5(d)). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.
STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called. For Against Resolution 1(a) Ratification of prior issue of Placement Shares (Listing Rules 7.1) ~~SAMPLE~~ Resolution 1(b) Ratification of prior issue of Placement Shares (Listing Rule 7.1A)
For Against Abstain*
Resolution 2 Ratification of prior issue of Additional Placement Shares
Resolution 3 Approval to issue Free-Attaching Options
Resolution 4 Approval of Change of Company Name and amendment of Constitution (Special Resolution)
Resolution 5(a) Approval to issue Incentive Options to the Directors – Carl Hagon
Resolution 5(b) Approval to issue Incentive Options to the Directors – Mr Li (Alex) Li
Resolution 5(c) Approval to issue Incentive Options to the Directors – Mr Zoran Grujic
Resolution 5(d) Approval to issue Incentive Options to the Directors – Dr Anthony Noble
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STEP 3 SIGNATURE OF SECURITYHOLDERS
This form must be signed to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Sole Director and Sole Company Secretary Director
Securityholder 3
Director / Company Secretary
Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2026