Notice of Annual General Meeting
Released
Released
Announcement PDF
Felix Gold Limited (ASX.FXG)
Level 1, 371 Queen Street, Brisbane QLD 4000
Tel: +61 7 3054 7108 ∙ Email: contact@felixgold.com.au ∙ Web: www.felixgold.com.au
ASX Announcement
23 October 2026
Notice of Meeting
Felix Gold Limited (ASX: FXG) is pleased to attach a copy of the following documents in relation to its Annual
General Meeting of Shareholders to be held on 23 November 2026 at 12.00pm (Brisbane Time) (Annual
General Meeting).
1. Letter to Shareholders regarding arrangements for the Annual General Meeting as
despatched to Shareholders;
2. Notice of Annual General Meeting; and
3. Proxy Form.
This announcement has been authorised for release by the Company Secretary.
ENDS
Enquiries
Joseph Webb
Executive Director
Felix Gold Limited
Ph: +61 422 955 411
E: joe.webb@felixgold.com.au
Felix Gold Limited (ASX.FXG)
Unit 11, 44 Station Road, Yeerongpilly QLD 4105
Tel: +61 7 3054 7108 ∙ Email: contact@felixgold.com.au ∙ Web: www.felixgold.com.au
23 October 2026
Dear Shareholders,
I am pleased to invite you to the Annual General Meeting of Felix Gold Limited to be held at Unit 11, 44
Station Road, Yeerongpilly QLD 4105, at 12:00pm (AEST) on Monday, 23 November 2026.
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://www.felixgold.com.au/announcements or the Company's ASX market
announcements platform at www.asx.com.au (ASX: FXG).
In accordance with Treasury Laws Amendments (2022 Measures No. 1) Act 2021, the Company will not
be sending hard copies of the Notice of Meeting to shareholders. If you have elected to receive notices by
email a communication will be sent to your nominated email address. If you have not elected to receive
notices by email a copy of your proxy form will be posted to you, together with this Letter.
To vote, Shareholders are strongly encouraged to submit their proxies as early as possible and in any
event prior to the cut-off for proxy voting as set out in the Notice.
Voting by Proxy
Online
scan the QR
code below
using your
smartphone
Lodge your Proxy vote online at https://singleholding.automic.com.au/en-AU/login by
following the below instructions:
1. Login to the Automic website using the holding details as shown on your
holding statement.
2. Click on ‘Meetings’ - ‘Vote’.
To use the online lodgment facility, Shareholders will need their holder number
(Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as
shown at the top of your holding statement.
For further information on the online proxy lodgement process, or if you require a hard copy Proxy
Form, please contact the Company’s Share Registry, Automic Registry Services (Automic), at
hello@automicgroup.com.au or via phone on 1300 288 664 (within Australia) or +61 2 9698 5414
(overseas).
Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.
Questions may be submitted in writing to the Company Secretary at least five business days prior the
AGM by telephone on +61 7 3054 7108 or by email at cosec@felixgold.com.au.
Yours sincerely
Felix Gold Limited
Craig J McPherson
Company Secretary
1
FELIX GOLD LIMITED
ACN 645 790 281
NOTICE OF ANNUAL GENERAL MEETING
Date: 23 November 2026
Time: 12.00pm (Brisbane)
Place of Meeting: Unit 11, 44 Station Road, Yeerongpilly QLD 4105, Australia
This Notice of Annual General Meeting (together with the accompanying Explanatory Statement and
Proxy Form) should be read in its entirety. If you are in doubt as to how you should vote, you should
seek advice from your accountant, solicitor or other professional adviser without delay.
Shareholders are strongly urged to vote by lodging the Proxy Form attached to this Notice of
Annual General Meeting, or register in person attendance by no later than 12.00pm (Brisbane
Time) on 23 November 2026.
2
FELIX GOLD LIMITED
ACN 645 790 281
NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY MEMORANDUM AND PROXY
FORM
Notice is hereby given that the Annual General Meeting of Shareholders of Felix Gold Limited ACN
645 790 281 (the Company) will be held at Unit 11, 44 Station Road, Yeerongpilly QLD 4105,
Australia on 23 November 2026 at 12.00pm (the Meeting).
An Explanatory Statement and Proxy Form accompany this Notice of Annual General Meeting (this
Notice) and provide additional information on the Resolutions to be considered at the Meeting. The
accompanying Explanatory Statement and the Proxy Form attached, form part of this Notice and
should be read in conjunction with it.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001
(Cth) that the persons eligible to attend and vote at the Annual General Meeting are those who
appear as Shareholders on the Company’s share register at 7:00PM on 21 November 2026.
Capitalised terms used in the Notice are defined in Schedule 1 (Definitions)
You are encouraged to complete, sign and deliver the accompanying Proxy Form and return it in
accordance with the instructions set out below. Shareholders that choose to attend in person do not
need to complete a Proxy Form.
3
AGENDA
ORDINARY BUSINESS
FINANCIAL STATEMENTS AND DIRECTORS’ REPORT
To receive and consider the Company’s Annual Report comprising the Directors’ Report and Auditors’
Report, Directors’ Declaration, Consolidated Statement of Profit or Loss and Other Comprehensive
Income, Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of
Cash Flows, and notes to and forming part of the financial statements for the Company and its
controlled entities for the financial year ended 30 June 2026.
Note: This item of ordinary business is for discussion only and is not the subject of a Resolution.
See Explanatory Memorandum for further information.
1 RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider, and if thought fit, to pass the following non-binding resolution as an ordinary resolution:
“That the Remuneration Report for the Company for the financial year ended 30 June 2026 be
adopted.”
The vote on Resolution 1 is advisory only and does not bind the Company or the Directors. The
Company’s Annual Report 2026 which contains the Remuneration Report is available at
www.felixgold.com.au.
See the Explanatory Statement for further information about this resolution.
2 RESOLUTION 2 – RE-ELECTION OF JOSEPH WEBB AS DIRECTOR
To consider and, if thought fit, pass the following as an ordinary resolution:
“That Joseph Webb who retires in accordance with Rule 17.5 of the Company’s Constitution, being
eligible and offering himself for re-election, be re-elected as a Director.”
See the Explanatory Statement for further information about this resolution.
3 RESOLUTION 3 – ELECTION OF MR BLAIR WAY AS DIRECTOR
To consider and, if thought fit, pass the following as an ordinary resolution:
“That for the purposes of ASX Listing Rule 14.4 and clause 17.7 of the Company’s Constitution, and
for all other purposes, Mr Blair Way, who was appointed as a director on 19 December 2025 and who
retires in accordance with the Company’s Constitution and ASX Listing Rule 14.4, being eligible and
offering himself for election, be elected as a Director.”
See the Explanatory Statement for further information about this resolution.
4 RESOLUTION 4 – APPROVAL FOR ISSUE OF SHARES UNDER DIRECTORS SHARE
PLAN TO MR JOSEPH WEBB
To consider and, if thought fit, to pass the following as an Ordinary Resolution:
“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, the Company is
authorised pursuant to the Directors’ Share Plan to issue Shares in the Company to the value of
$99,000 to Mr Joseph Webb (or his nominee) in lieu of the Director’s fees on the terms set out in the
Explanatory Memorandum accompanying this Notice.”
See Explanatory Memorandum for further information.
4
Voting Exclusion Statement: In accordance with Listing Rule 14.11, the Company will disregard
any votes cast in favour of Resolutions 4 by:
➢ Mr Webb or his nominated Associate and any other person who will receive a material benefit
as a result of the proposed issue of Shares (except a benefit solely by reason of being a
holder of Shares); and
➢ Any Associate of those recipients.
However, this does not apply to a vote cast in favour of any of these Resolutions by:
➢ A person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with discretions given to the proxy or attorney to vote on the Resolution that way;
or
➢ The chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the chair to vote on the Resolution as the
chair decides; or
➢ A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
➢ the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of the person excluded from voting,
on the Resolution; and
➢ the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
5 RESOLUTION 5 – APPROVAL FOR ISSUE OF SHARES UNDER DIRECTORS’ SHARE
PLAN TO MR RONALD BEEVOR
To consider and, if thought fit, to pass the following as an Ordinary Resolution:
“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, the Company is
authorised pursuant to the Directors’ Share Plan to issue Shares in the Company to the value of
$30,000 to Mr Ronald Beevor (or his nominee) in lieu of the Director’s fees on the terms set out in the
Explanatory Memorandum accompanying this Notice.”
See Explanatory Memorandum for further information.
Voting Exclusion Statement: In accordance with Listing Rule 14.11, the Company will disregard
any votes cast in favour of Resolutions 5 by:
➢ Mr Beevor or his nominated Associate and any other person who will receive a material
benefit as a result of the proposed issue of Shares (except a benefit solely by reason of being
a holder of Shares); and
➢ Any Associate of those recipients.
However, this does not apply to a vote cast in favour of any of these Resolutions by:
➢ A person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with discretions given to the proxy or attorney to vote on the Resolution that way;
or
➢ The chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the chair to vote on the Resolution as the
chair decides; or
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➢ A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
➢ the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of the person excluded from voting,
on the Resolution; and
➢ the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
6 RESOLUTION 6 – APPROVAL FOR ISSUE OF SHARES UNDER DIRECTORS’ SHARE
PLAN TO MR BLAIR WAY
To consider and, if thought fit, to pass the following as an Ordinary Resolution:
“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, the Company is
authorised pursuant to the Directors’ Share Plan to issue Shares in the Company to the value of
$19,500 to Mr Blair Way (or his nominee) in lieu of the Director’s fees on the terms set out in the
Explanatory Memorandum accompanying this Notice.”
See Explanatory Memorandum for further information.
Voting Exclusion Statement: In accordance with Listing Rule 14.11, the Company will disregard
any votes cast in favour of Resolutions 6 by:
➢ Mr Way or his nominated Associate and any other person who will receive a material benefit
as a result of the proposed issue of Shares (except a benefit solely by reason of being a
holder of Shares); and
➢ Any Associate of those recipients.
However, this does not apply to a vote cast in favour of any of these Resolutions by:
➢ A person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with discretions given to the proxy or attorney to vote on the Resolution that way;
or
➢ The chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the chair to vote on the Resolution as the
chair decides; or
➢ A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
➢ the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of the person excluded from voting,
on the Resolution; and
the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder
to vote in that way.
7 RESOLUTION 7 – APPROVAL FOR ISSUE OF SHARES UNDER DIRECTORS’ SHARE
PLAN TO MR JOSEPH WEBB IN SATISFACTION OF ACCRUED EXECUTIVE
REMUNERATION
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
6
“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the
Company to issue Shares to Mr Joseph Webb (or his nominee), under the Directors’ Share Plan in
satisfaction of $53,000 of accrued executive remuneration payable to Mr Webb in respect of the
period from May 2026 to 30 November 2026.”
See Explanatory Memorandum for further information.
Voting Exclusion Statement: In accordance with Listing Rule 14.11, the Company will disregard
any votes cast in favour of Resolutions 7 by:
➢ Mr Webb or his nominated Associate and any other person who will receive a material benefit
as a result of the proposed issue of Shares (except a benefit solely by reason of being a
holder of Shares); and
➢ Any Associate of those recipients.
However, this does not apply to a vote cast in favour of any of these Resolutions by:
➢ A person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with discretions given to the proxy or attorney to vote on the Resolution that way;
or
➢ The chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the chair to vote on the Resolution as the
chair decides; or
➢ A holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met:
➢ the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of the person excluded from voting,
on the Resolution; and
➢ the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
8 RESOLUTION 8 – RATIFICATION OF ISSUE OF PLACEMENT SHARES
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution with or
without modification:
“That, in accordance with the provisions of Listing Rule 7.4 and for all other purposes, Shareholders
ratify the previous issue of 50,000,000 Shares, having an issue price of $0.36 per Share, by way of
private placement to sophisticated, professional and institutional investors in accordance with the
terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”
See Explanatory Memorandum for further information.
Voting Exclusion Statement: In accordance with Listing Rule 14.11, the Company will disregard
any votes cast in favour of Resolution 8 by:
➢ a person(s) who received Shares subject to Resolution 8; and
➢ any Associate of those persons.
However this does not apply to a vote cast in favour of Resolution 8 by:
➢ a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in that
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way;
➢ the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the
Chair decides; or
➢ a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of
a beneficiary provided the following conditions are met:
➢ the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an Associate of a person excluded from voting, on
the Resolution; and
➢ the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
9 RESOLUTION 9 – APPROVAL OF EXECUTIVE DIRECTOR OPTION GRANT
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the
Company to grant 6,000,000 Options to Mr Joseph Webb, Executive Director of the Company, on the
terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”
See Explanatory Memorandum for further information.
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of this Resolution by or on behalf of:
➢ Mr Joseph Webb and any other person referred to in Listing Rule 10.11 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); and
➢ any Associate of those persons.
However this does not apply to a vote cast in favour of the Resolution by:
➢ a person as proxy or attorney for a person entitled to vote on the Resolution, in accordance
with directions given to the proxy or attorney to vote on the Resolution in that way;
➢ the Chair of the Meeting as proxy or attorney for a person entitled to vote on the Resolution,
in accordance with a direction given to the Chair to vote on the Resolution as the Chair
decides; or
➢ a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of
a beneficiary provided the conditions in Listing Rule 14.11.1 are satisfied
10 RESOLUTION 10 – APPOINTMENT OF EXTERNAL AUDITOR
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, for the purposes of section 327B(1) of the Corporations Act and for all other purposes, Ernst &
Young (ABN 75 288 172 749) be appointed as auditor of the Company with effect from the conclusion
of the Meeting to fill the vacancy in the office as auditor, and that the Directors be authorised to do all
things necessary to give effect to this appointment.”
See Explanatory Memorandum for further information.
8
SPECIAL BUSINESS
11 RESOLUTION 11 – APPROVAL OF ADDITIONAL PLACEMENT CAPACITY UNDER ASX
LISTING RULE 7.1A
To consider and, if thought fit, to pass, the following as a Special Resolution:
“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes,
Shareholders approve the issue of Securities totalling up to 10% of the issued capital of the Company
(at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule
7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum”
See Explanatory Memorandum for further information.
Voting Exclusion Statement:
The Company will disregard any votes cast in favour of Resolution 11 by, or on behalf of:
➢ any person who is expected to participate in, or who will obtain a material benefit as a result
of, the proposed issue of Placement Securities (except a benefit arising solely from their
capacity as a holder of Shares); and
➢ any of their respective Associates.
However, the Company need not disregard a vote in favour of Resolution 11:
➢ if it is cast by a person as proxy or attorney for a person who is entitled to vote on Resolution
11, in accordance with directions given to the proxy or attorney to vote on Resolution 11 in
that way;
➢ it is cast by the Chair as proxy or attorney for a person who is entitled to vote on Resolution
11, in accordance with a direction given to the Chair to vote as the Chair decides;
➢ it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity
on behalf of a beneficiary provided the following conditions are met: (a) the beneficiary
provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting on Resolution 11; and (b) the holder
votes on Resolution 11 in accordance with directions given by the beneficiary to the holder
to vote in that way.
However, as at the date of this Notice of Meeting, the Company has not invited any existing
Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A.
Therefore, as at the date of this Notice of Meeting, no existing Shareholders will be excluded
from voting on Resolution 11.
By Order of the Board
Craig McPherson
Company Secretary
Felix Gold Limited
23 October 2026
9
FELIX GOLD LIMITED
ACN 645 790 281
EXPLANATORY MEMORANDUM
1 INTRODUCTION
This Explanatory Statement is provided to Shareholders of Felix Gold Limited ACN 645 790 281 (the
Company) to provide further details in relation to the Resolutions to be put to Shareholders at the
Annual General Meeting to be held at Unit 11, 44 Station Road, Yeerongpilly QLD 4105, Australia at
12.00pm (Brisbane Time).
A Proxy Form accompanies this Notice and provides additional information on the Resolutions to be
considered at the Meeting.
This Explanatory Memorandum and Proxy Form, form part of the Notice and should be read in
conjunction with it and should be read in their entirety.
Under s 250S(1), the Chair of the meeting must allow a reasonable opportunity for the members as a
whole at the meeting to ask questions about or make comments on the management of the company.
Capitalised terms used in this Explanatory Memorandum have the meaning given to them in Schedule
1.
2 ACTION TO BE TAKEN BY SHAREHOLDERS
Shareholders should read the Notice, including the Explanatory Memorandum, carefully before
deciding how to vote on the Resolutions.
2.1 Voting on the Resolutions
Shareholders will have the option of voting in person or by proxy. Shareholders who choose to vote
by proxy must ensure that their proxies are received by the Company by no later than 12.00pm
(Brisbane Time) on 21 November 2026.
Voting on the Resolutions at the Meeting will be conducted by poll. Further details of the poll will be
provided at the Meeting.
2.2 Proxies
o Voting by proxy
To vote by proxy, either:
(i) vote online at https://singleholding.automic.com.au/en-AU/login
or please complete and sign the Proxy Form enclosed and either:
(ii) deliver the Proxy Form by post to Automic, Level 5, 126 Phillip Street Sydney
NSW 2000; or
(iii) email the form to meetings@automicgroup.com.au,
so that it is received not later than 12.00pm (Brisbane Time) on 21 November 2026.
Proxy Forms received later than this time will be invalid.
o In accordance with section 249L of the Corporations Act, members are advised that:
(i) each member has a right to appoint a proxy;
10
(ii) the proxy need not be a member of the Company; and
(iii) a member who is entitled to cast 2 or more votes may appoint 2 proxies (but
not more) and may specify the proportion or number of votes each proxy is
appointed to exercise. If the member appoints 2 proxies and the appointment
does not specify the proportion or number of the member’s votes, then in
accordance with section 249X(3) of the Corporations Act, each proxy may
exercise one-half of the votes.
o Certain categories of persons (including Directors and the Chair) are prohibited from voting on
Resolutions in relation to the remuneration of KMP, including as a proxy in some
circumstances. If you are appointing a proxy, to ensure that your vote counts, please read the
instructions on the Proxy Form carefully.
o The details of the Resolutions contained in the Explanatory Statement accompanying this
Notice should be read together with, and form part of, this Notice.
o A proxy may be either an individual or a body corporate. If you wish to appoint a body
corporate as your proxy, you must specify on the Proxy Form:
(i) the full name of the body corporate appointed as proxy; and
(ii) the full name or title of the individual representative of the body corporate to
attend the Meeting.
o Proxy appointments in favour of the Chair, the secretary or any Director that does not contain
a direction on how to vote will be voted by the Chair in favour of each of the Resolutions
proposed in this Notice. You should note that if you appoint the Chair as your proxy, or if the
Chair is appointed as your proxy by default, you will be taken to authorise the Chair to
exercise the proxy even if the Resolution is connected directly or indirectly with the
remuneration of a member of the KMP.
o Proxy Forms must be signed by a Shareholder or the Shareholder’s representative or, if a
corporation, executed under seal or in accordance with section 127 of the Corporations Act,
or signed by an authorised officer or agent.
o A Proxy Form is attached. To be used to validly appoint a proxy, it should be completed,
signed and returned to the address set out above in the Notice on page 2.
2.3 Voting by Corporate Representative
A body corporate that is a Shareholder, or that has been appointed as a proxy, may appoint an
individual to act as its representative at the AGM. The appointment must comply with the
requirements of section 250D of the Corporations Act. The representative should bring to the AGM
evidence of appointment, including any authority under which it is signed, unless it has previously
been given to the Company.
2.4 Voting by Attorney
A Shareholder may appoint an attorney to vote on their behalf. For an appointment to be effective for
the AGM, the instrument effecting the appointment (or a certified copy of it) must be received by the
Company no later than 12.00pm on 21 November 2026.
2.5 Enquiries
Shareholders are invited to contact the Company Secretary, Craig McPherson by email at
cosec@felixgold.com.au if they have any queries in respect of the matters set out in these
documents.
11
2.6 Voting on special resolutions
The term “Special Resolution” as used in the Notice and this Explanatory Memorandum, takes its
meaning from the Corporations Act. Under the Corporations Act, for a resolution to be a special
resolution:
o the notice of meeting proposing the resolution must state both the intention to propose the
resolution as a special resolution and the terms of the resolution (see Resolution 11); and
o it must be passed by at least 75% of the votes cast by members entitled to vote on the
resolution.
3 RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
The Remuneration Report is set out in the Directors’ Report in the Company’s 2026 Annual Report.
The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and
senior management of the Company.
Section 249L(2) of the Corporations Act requires the Company to inform Shareholders that a
Resolution on the Remuneration Report will be put at the Meeting. Section 250R(2) of the
Corporations Act requires that the Resolution that the Remuneration Report be adopted must be put
to the vote. Resolution 1 seeks this approval.
However, in accordance with section 250R(3) of the Corporations Act, Shareholders should note that
Resolution 1 is an “advisory only” Resolution, which does not bind the Directors or the Company. If
Resolution 1 is not passed, the Directors who will not be required to alter any of the arrangements in
the Remuneration Report.
Nevertheless, under the Corporations Act, a ‘two strikes and re-election’ process in relation to the
Shareholders’ vote on Resolution 1 is required and provides that:
o A first strike will occur if this Remuneration Report (Resolution 1) receives a ‘no’ vote of 25% or
more. If this occurs, the Company’s subsequent remuneration report must contain either an
explanation of the Board’s proposed action in response to the ‘no’ vote, or an explanation of why
no action has been taken by the Boad.
o A second strike will occur if the resolution to adopt the remuneration report at the next annual
general meeting of the Company also receives a ‘no’ vote of 25% or more. If this occurs, the
Shareholders will vote at that annual general meeting (Spill Resolution) to determine whether the
Directors will need to stand for re-election as a separate, subsequent general meeting (Spill
General Meeting). If this Spill Resolution passes with 50% or more of the eligible votes cast, the
Spill General Meeting must take place within 90 days from the relevant annual general meeting.
At the 2025 Annual General Meeting of the Company, approximately 98.48% of votes cast were in
favour if the Remuneration Report.
The Board makes no recommendation on voting for this Resolution 1. A Voting Exclusion Statement
is set out in the Notice of Meeting for this Resolution.
The Chair intends to vote all undirected proxies IN FAVOUR of Resolution 1.
If you appoint the Chair as your proxy, and you check the box consenting to the Chair voting
undirected proxies, then unless you include an express voting direction on your proxy form, you will
be directing and expressly consenting to the Chair to vote in favour of Resolution 1.
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4 RESOLUTION 2 – RE-ELECTION OF JOSEPH WEBB AS A DIRECTOR
4.1 Background
In accordance with Director rotational retirement provisions of the Company’s Constitution and ASX
Listing Rules, Joseph Webb is due to retire at this Meeting and being eligible, offers himself for re-
election
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