Announcement PDF ASX Announcement | 30 October 2024 Variscan Mines Limited (ASX:VAR) 2024 NOTICE OF ANNUAL GENERAL MEETING Variscan Mines Limited (“Variscan” or the “Company”) is pleased to advise that its Annual General Meeting will be held at the offices of HLB Mann Judd, Level 5, 12 Shelley Street, Sydney, New South Wales 2000 on Friday, 29 November 2024 at 11.30am (AEDT). Attached is a Notice of Meeting, proxy form and a letter to shareholders advising further details of the meeting and access to meeting documents. This announcement has been approved for release by Mr Mark Pitts, Company Secretary, Variscan Mines Limited. For further information, please contact: Variscan Mines Limited (ASX:VAR) Stewart Dickson Managing Director & CEO E: stewart.dickson@variscan.com.au T: +44 (0) 7799 694195 Media & Investor Enquiries The Capital Network Julia Maguire E: julia@thecapitalnetwork.com.au P: +61 2 8999 3699 About Variscan Mines Limited (ASX:VAR) Variscan Mines Limited (ASX:VAR) is a growth oriented, natural resources company focused on the acquisition, exploration and development of high-quality strategic mineral projects. The Company has compiled a portfolio of highimpact base-metal interests in Spain, Chile and Australia. Its primary focus is the development of its advanced zinc projects in Spain. The Company’s name is derived from the Variscan orogeny, which was a geologic mountain building event caused by Late Paleozoic continental collision between Euramerica (Laurussia) and Gondwana to form the supercontinent of Pangea. To learn more, please visit: www.variscan.com.au For more information Follow us on LinkedIn Follow us on X (formerly Twitter) Visit our investor website: www.variscan.com.au 30 October 2024 Dear Shareholder, Variscan Mines Limited [ASX:VAR] (the Company) advises that the 2024 Annual General Meeting of the shareholders of the Company is scheduled to be held at Level 5, 12 Shelley Street, Sydney NSW on Friday, 29 November 2024 at 11:30am (AEDT) (the Meeting). In accordance with section 110D(1) of the Corporations Act 2001 (Cth), the Company will not be sending physical copies of the Notice of Meeting, and accompanying Explanatory Memorandum (Meeting Materials), to shareholders unless they have made a valid election to receive documents in physical form copy. A copy of the Meeting Materials will be available electronically under the “ASX announcements” section of Variscan’s website at https://variscan.com.au/site/investor-centre/asx-announcements or at ASX (https://www2.asx.com.au). As you have not elected to receive notices by email, a copy of your personalised proxy form is enclosed for your convenience. Shareholders are encouraged to complete and lodge their proxies online or otherwise in accordance with the instructions set out in the proxy form and the Notice. Your proxy voting instruction must be received by 11.30 am (AEDT) on Wednesday, 27 November 2024, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting. The Company intends to hold a physical meeting. The Company will notify you of any changes to this by way of an announcement on ASX and will also make details available on our 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 adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, Boardroom Pty Limited, on +61 2 9290 9655. Shareholders who wish to update their details to receive communications and notices electronically can do so by visiting the Company’s share registry website at https://boardroomlimited.com.au/ Sincerely, Mark Pitts Company Secretary VARISCAN MINES LIMITED ACN 003 254 395 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting will be held at: TIME: 11:30am (AEDT) DATE: 29 November 2024 PLACE: HLB Mann Judd Level 5 12 Shelley Street SYDNEY NSW 2000 The business of the Meeting affects your shareholding and your vote is important. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. 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 Shareholders at 7:00pm (AEDT) on 27 November 2024. BUSINESS OF THE MEETING AGENDA 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2024.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. 3. RESOLUTION 2 – RE-ELECTION OF MR FRANK BIERLEIN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause article 7.2(b) of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Frank Bierlein, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 4. RESOLUTION 3 – APPROVAL TO ISSUE OF SHARES TO STEWART DICKSON, IN LIEU OF DIRECTOR’S FEES To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 20,714,286 Shares to Stewart Dickson (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement apply to this Resolution. Please see below. 5. RESOLUTION 4 – APPROVAL TO ISSUE OF SHARES TO NICHOLAS FARR-JONES, IN LIEU OF DIRECTOR’S FEES To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 2,571,428 Shares to Nicholas Farr-Jones (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement apply to this Resolution. Please see below. 6. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS – DECEMBER 2023 To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,944,444 Shares and 1,472,222 Options to Zinc GroupCo Pty Ltd on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 6694-01/3456298_16 1 7. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS – JANUARY 2024 To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 14,555,556 Shares and 7,277,778 Options to Zinc GroupCo Pty Ltd on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES – JULY 2024 To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 12,849,963 Shares on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF SHARES - JULY 2024 To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 36,150,037 Shares on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 10. RESOLUTION 9 – APPROVAL TO ISSUE OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 24,500,000 Options on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 11. RESOLUTION 10 – ISSUE OF SHARES AND OPTIONS TO NICHOLAS FARR-JONES PURSUANT TO A LOAN AGREEMENT To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 4,571,429 Shares and 2,285,714 Options to Nicholas Farr-Jones (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 12. RESOLUTION 11 – ISSUE OF SHARES AND OPTIONS TO TONY WEHBY PURSUANT TO LOAN AGREEMENT To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 8,333,334 Shares and 4,166,667 Options to Tony Wehby (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 6694-01/3456298_16 2 13. RESOLUTION 12 – ISSUE OF SHARES AND OPTIONS TO STEWART DICKSON PURSUANT TO LOAN AGREEMENT To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 8,333,334 Shares and 4,166,667 to Stewart Dickson (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 14. RESOLUTION 13 – RATIFICATION OF PRIOR ISSUE OF SHARES – AUGUST 2024 To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 15,000,000 Shares to Zinc GroupCo Pty Ltd on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 15. RESOLUTION 14 – APPROVAL TO ISSUE OPTIONS TO ZINCCO To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 7,500,000 Options to Zinc GroupCo Pty Ltd (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 16. RESOLUTION 15 – APPROVAL OF 10% PLACEMENT FACILITY To consider and, if thought fit, to pass, with or without amendment, the following resolution as an special resolution: 'That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.' A voting exclusion statement applies to this Resolution. Please see below. 17. RESOLUTION 16 – APPROVAL TO ISSUE LEAD MANAGER OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 5,000,000 Options to Whairo Capital Pty Ltd (or its nominee/s) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 18. RESOLUTION 17 – APPROVAL TO ISSUE UNDERWRITER OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 73,833,394 Options to Whairo Capital Pty Ltd (or its nominee/s) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 6694-01/3456298_16 3 Voting Prohibition Statements Resolution 1 – Adoption of Remuneration Report Resolution 3 – Approval to issue of Shares to related party – Stewart Dickson, in lieu of director’s fees Resolution 4 – Approval to issue of Shares to related party – Nicholas FarrJones, in lieu of director’s fees A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution 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. However, 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 this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution 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. However, 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 this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons: Resolution 3 – Approval to issue of Shares to related party – Stewart Dickson, in lieu of director’s fees Resolution 4 – Approval to issue of Shares related party – Nicholas FarrJones, in lieu of director’s fees Resolution 5 – Ratification of prior issue of Shares and Options – December 2023 Resolution 6 – Ratification of prior issue of Shares and Options – January 2024 Resolutions 7 and 8 – Ratification of prior issue of Shares Resolution 9 – Approval to issue Options Resolution 10 – Issue of Shares and Options to Nicholas Farr-Jones 6694-01/3456298_16 Stewart Dickson (or his nominee) 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) or an associate of that person or those persons. Nicholas Farr-Jones (or his nominee) 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) or an associate of that person or those persons. A person who participated in the issue or is a counterparty to the agreement being approved (namely Zinc GroupCo Pty Ltd) or an associate of that person or those persons. A person who participated in the issue or is a counterparty to the agreement being approved (namely Zinc GroupCo Pty Ltd) or an associate of that person or those persons. A person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. 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) or an associate of that person (or those persons). Nicholas Farr-Jones (or his nominee) 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) or an associate of that person or those persons. 4 Resolution 11 – Approval to issue Shares and Options to Tony Wehby Resolution 12 – Approval to issue Shares and Options to Stewart Dickson Resolution 13 - Ratification of prior issue of shares – August 2024 Resolution 14- Approval to issue Options to ZincCo Resolution 15 – Approval of 7.1A Mandate Resolution 16 – Approval to issue Lead Manager Options Resolution 17 – Approval to issue Underwriter Options Tony Wehby (or his nominee) 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) or an associate of that person or those persons. Stewart Dickson (or his nominee) 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) or an associate of that person or those persons. A person who participated in the issue or is a counterparty to the agreement being approved (namely Zinc GroupCo Pty Ltd) or an associate of that person or those persons. Zinc GroupCo Pty Ltd or any other 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) or an associate of that person (or those persons). 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) or an associate of that person (or those persons). Whairo Capital Pty Ltd or any other 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) or an associate of that person (or those persons). Whairo Capital Pty Ltd or any other 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) or an associate of that person (or those persons). However, this does not apply to a vote cast 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 the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair 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. 6694-01/3456298_16 5 Voting by proxy To vote by proxy, please complete the Proxy Form and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders are advised that: • each Shareholder has a right to appoint a proxy; • the proxy need not be a Shareholder of the Company; and • a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (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. Shareholders and their proxies should be aware that: • if proxy holders vote, they must cast all directed proxies as directed; and • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Voting in person To vote in person, attend the Meeting at the time, date and place set out above. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on + 61 419 700 493. 6694-01/3456298_16 6 EXPLANATORY STATEMENT This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions. 1. FINANCIAL STATEMENTS AND REPORTS In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report. The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.variscan.com.au. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT 2.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report to be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company. The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year. The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting. 2.2 Voting consequences A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company. 2.3 Previous voting results At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting. 6694-01/3456298_16 7 3. RESOLUTION 2 – RE-ELECTION OF MR FRANK BIERLEIN 3.1 General Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting. The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting. Mr Frank Bierlein, who has held office without re-election since 30 November 2022 and being eligible retires by rotation and seeks re-election. Further information in relation to Mr Frank Bierlein is set out below. Qualifications, experience and other material directorships Mr Bierlein is a geologist with 30 years of experience as a consultant, researcher and lecturer and industry professional. Mr Bierlein has held exploration and generative geology management positions with QMSD Mining Co Ltd, Qatar Mining, Impact Minerals Ltd, Afmeco Australia and Avera NC, and consulted for among other, Newmont Gold, Resolute Mining, Goldfields International, Freeport McMoRan, and the International Atomic Energy Agency. He was a non-executive director of Gold Australia Pty Ltd from 2015 to 2019 and chaired the Advisory Board of a Luxemburg based private equity fund between 2014 and 2021. Mr Bierlein has worked on six continents spanning multiple commodities and over the course of his career has published and co-authored more than 130 articles in peer reviewed scientific journals. Mr Bierlein obtained a PhD (Geology) from the University of Melbourne, is a Fellow of the Australian Institute of Geoscientists (AIG) and a member of both the Society of Economic Geologists (SEG) and the Society of Geology Applied to Mineral Deposits. 3.2 Term of office Mr Frank Bierlein has served as a Director since 20 October 2022 and was last re-elected on 30 November 2022. Independence If re-elected, the Board considers that Mr Frank Bierlein will be an independent Director. Board recommendation Having received an acknowledgement from Mr Frank Bierlein that they will have sufficient time to fulfil their responsibilities as a Director and having reviewed the performance of Mr Frank Bierlein since their appointment to the Board and the skills, knowledge, experience and capabilities required by the Board, the Directors (other than Mr Frank Bierlein) recommend that Shareholders vote in favour of this Resolution. Technical information required by Listing Rule 14.1A If this Resolution is passed, Mr Frank Bierlein will be re-elected to the Board as an independent Director. If this Resolution is not passed, Mr Frank Bierlein will not continue in their role as an independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision. 6694-01/3456298_16 8 4. RESOLUTIONS 3 AND 4 - APPROVAL OF ISSUE OF SHARES TO STEWART DICKSON AND NICHOLAS FARR-JONES IN LIEU OF DIRECTORS’ FEES 4.1 General The Company has agreed, subject to obtaining Shareholder approval to issue an aggregate of 23,285,714 Shares to Stewart Dickson and Nicholas Farr-Jones (together, the Related Parties), comprising: (a) 20,714,286 Shares to Stewart Dickson (or his nominee); and (b) 2,571,428 Shares to Nicholas Farr-Jones (or his nominee), (together, the Related Party Shares), in lieu of directors’ fees payable to the Related Parties as at 30 June 2024. Resolutions 3 and 4 seek Shareholder approval for the issue of the Related Party Shares. 4.2 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 ap