Announcement PDF FUTURE BATTERY MINERALS LIMITED ACN 148 966 545 NOTICE OF ANNUAL GENERAL MEETING The annual general meeting of Future Battery Minerals Limited will be held at 10.00am (WST) on Tuesday, 26 November 2024 at Level 29, Central Park Tower, 152-158 St Georges Terrace, Perth WA 6000 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 accountant, solicitor or other professional adviser prior to voting. Shareholders may vote by directed proxy in lieu of attending the Meeting in person. Proxy Forms for the Meeting should be lodged before 10.00am (WST) Sunday, 24 November 2024. Shareholders can also submit, and are encouraged to submit, any questions in advance of the Meeting by emailing the questions to info@futurebatteryminerals.com.au by no later than 5.00pm (WST) on Sunday, 24 November 2024. Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6383 7817. FUTURE BATTERY MINERALS LIMITED ACN 148 966 545 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the annual general meeting of shareholders of Future Battery Minerals Limited (Company) will be held at 10.00am (WST) on Tuesday, 26 November 2024 at Level 29, Central Park Tower, 152-158 St Georges Terrace, Perth WA 6000 (Meeting). The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form part of this Notice. The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Sunday, 24 November 2024 at 10.00am (WST). The Company advises that a poll will be conducted for all Resolutions. Terms and abbreviations used in this Notice and the Explanatory Memorandum will, unless the context requires otherwise, have the meaning given to them in Schedule 1. AGENDA ANNUAL REPORT To consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2024, which includes the Financial Report, Directors' Report and Auditor's Report. 1 RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following: "That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by the Shareholders for the adoption of the Remuneration Report on the terms and conditions in the Explanatory Memorandum." Voting Prohibition A vote on this Resolution must not be cast (in any capacity) by or on behalf of any 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 described above may cast a vote on this Resolution if the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above and either: (a) the person is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the person is the Chairperson and the appointment of the Chairperson as proxy does not specify the way the proxy is to vote on this Resolution but expressly authorises the 1 Chairperson to exercise the proxy, even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 2 RESOLUTION 2 – RE-ELECTION OF MR ROBIN COX AS A DIRECTOR To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: "That, pursuant to and in accordance with article 6.3(c) of the Constitution and for all other purposes, Mr Robin Cox, retires and being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum." 3 RESOLUTION 3 – ELECTION OF MR NEVILLE POWER AS A DIRECTOR To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: "That, pursuant to and in accordance with Listing Rule 14.4, articles 6.2(c) and 6.3(j) of the Constitution and for all other purposes, Mr Neville Power, appointed as Non-Executive Director effective from 20 November 2023, retires and being eligible, is elected as a Director on the terms and conditions in the Explanatory Memorandum." 4 RESOLUTION 4 – ELECTION OF MR ROBERT WAUGH AS A DIRECTOR To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: "That, pursuant to and in accordance with Listing Rule 14.4, articles 6.2(c) and 6.3(j) of the Constitution and for all other purposes, Mr Robert Waugh, appointed as Non-Executive Director effective from 25 June 2024, retires and being eligible, is elected as a Director on the terms and conditions in the Explanatory Memorandum." 5 RESOLUTION 5 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MR ROBERT WAUGH UNDER THE EMPLOYEE INCENTIVE PLAN To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: "That, pursuant to and in accordance with Listing Rule 10.14, Part 2D.2 of the Corporations Act (including sections 200B and 200E of the Corporations Act) and for all other purposes, Shareholders approve the issue of up to 1,500,000 Performance Rights to Mr Robert Waugh (and/or his nominee(s)) under the Employee Incentive Plan on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company's Employee Incentive Plan or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; 2 (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or (c) a holder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and (ii) the Shareholder votes on the Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way. Voting Prohibition In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and: 6 (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or (b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel. RESOLUTION 6 – APPROVAL TO ISSUE OPTIONS TO MR ROBERT WAUGH To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: "That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 4,000,000 Options to Mr Robert Waugh (and/or his nominee(s)) on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Robert Waugh (and/or his nominee(s) 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) or as associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with the directions given to the proxy or attorney to vote on this Resolution in that way; (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on the Resolution as the Chairperson decides; or (c) a holder acting solely in a nominee, trustee, custodian or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the Shareholder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on this Resolution; and 3 (ii) the Shareholder votes on the Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way. Voting Prohibition Further, in accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and: 7 (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or (b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel. RESOLUTION 7 – APPOINTMENT OF AUDITOR To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: "That, for the purposes of sections 327B(1)(b) of the Corporations Act and for all other purposes, BDO Audit Pty Ltd of Level 9, Mia Yellagonga Tower 2, Perth, Western Australia, having consented in writing to act as auditor of the Company, be appointed as auditor of the Company, effective immediately." 8 RESOLUTION 8 – APPROVAL OF THE EMPLOYEE INCENTIVE PLAN To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: "That, pursuant to and in accordance with Listing Rule 7.2, exception 13(b) and for all other purposes, Shareholders authorise and approve the renewal of the Company's employee incentive plan (Employee Incentive Plan), on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is eligible to participate in the Employee Incentive Plan or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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 this Resolution; and 4 (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member. However, a vote may be cast by such person if the vote is not cast on behalf of a person who is otherwise excluded from voting, and: 9 (a) the person is appointed as a proxy and the appointment specifies how the proxy is to vote; or (b) the person appointed as proxy is the Chairperson and the appointment does not specify how the Chairperson is to vote but expressly authorises the Chairperson to exercise the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. RESOLUTION 9 – APPROVAL OF 10% PLACEMENT CAPACITY To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: "That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum." Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person who is expected to participate in the proposed issue or who will obtain a material benefit as a result of the proposed issue of securities (except a benefit solely in the capacity of a holder of ordinary securities in the entity) or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of this Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution that way; or (b) the Chairperson as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chairperson to vote on this Resolution as the Chairperson 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 this Resolution; and (ii) the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Note: As at the date of this Notice, it is not known who may participate in any issue of Equity Securities under Resolution 9 and the Company has not approached any Shareholder or identified a class of existing Shareholders to participate in any issue of Equity Securities under the 10% Placement Capacity. Accordingly, no Shareholders are excluded from voting on Resolution 9. 5 Dated: 23 October 2024 By order of the Board Silfia Morton Company Secretary 6 FUTURE BATTERY MINERALS LIMITED ACN 148 966 545 EXPLANATORY MEMORANDUM 1 INTRODUCTION This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 10.00am (WST) on Tuesday, 26 November 2024 at Level 29, Central Park Tower, 152-158 St Georges Terrace, Perth WA 6000 (WST). This Explanatory Memorandum forms part of the Notice which should be read in its entirety. This Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted upon. This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions: Section 1 Action to be taken by Shareholders Section 2 Annual Report Section 3 Resolution 1 – Adoption of the Remuneration Report Section 4 Resolution 2 – Re-election of Mr Robin Cox as a Director Section 5 Resolution 3 – Election of Mr Neville Power as a Director Section 6 Resolution 4 – Election of Mr Robert Waugh as a Director Section 7 Resolution 5 – Approval to issue Performance Rights to Mr Robert Waugh under the Employee Incentive Plan Section 8 Resolution 6 – Approval to issue Options to Mr Robert Waugh Section 9 Resolution 7 – Appointment of Auditor Section 10 Resolution 8 – Approval of the Employee Incentive Plan Section 11 Resolution 9 – Approval of 10% Placement Capacity Schedule 1 Definitions Schedule 2 Performance Rights Terms and Conditions Schedule 3 Options Terms and Conditions Schedule 4 Summary of Employee Incentive Plan Schedule 5 Nomination of Auditor A Proxy Form is attached to the Notice. 7 1 ACTION TO BE TAKEN BY SHAREHOLDERS Shareholders should read the Notice, including this Explanatory Memorandum, carefully before deciding how to vote on the Resolutions. The Company advises that a poll will be conducted for all Resolutions. 1.1 Proxies A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to participate in the Meeting (see details below) or, if they are unable to attend, sign and return the Proxy Form to the Company in accordance with the instructions detailed in the Proxy Form. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting (subject to the voting exclusions detailed in the Notice). To vote by proxy, please complete and sign the enclosed Proxy Form and return it by: (a) post to: Future Battery Minerals Limited C/- Automic Registry Services GPO Box 5193 Sydney NSW 2001; (b) facsimile to: Automic Registry Services: (within Australia) +61 (2) 8583 3040 (outside Australia) – not applicable; (c) online at: https://investor.automic.com.au/#/loginsahusing using your secure access information or use your mobile device to scan your personalised QR code on the Proxy Form; (d) email to: meetings@automicgroup.com.au, so that it is received not later than 10.00AM (WST) on Sunday, 24 November 2024, being at least 48 hours before the Meeting. Proxy Forms received later than this time will be invalid. Please note that: (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, the body corporate should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that body corporate’s representative. The authority may be sent to the Company or its share registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. 8 1.2 Attendance at the Meeting If you attend the Meeting, please bring your personalised Proxy Form with you to assist with registration and (if possible) arrive at the venue 15 to 30 minutes before the start of the Meeting. Representatives from the Company's share registry, Automic Registry Services, will verify your shareholding against the Company's share register and note your attendance. If you do not bring your Proxy Form with you, you will still be able to attend the Meeting but you will need to verify your identity. 2 ANNUAL REPORT In accordance with section 317(1) of the Corporations Act, the Annual Report must be laid before the annual general meeting. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report which is available online at https://futurebatteryminerals.com.au/; (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report. In addition to taking questions at the Meeting, written questions to the Chairperson about the management of the Company, or to the Company's auditor about: (a) the preparation and the content of the Auditor's Report; (b) the conduct of the audit; (c) accounting policies of the Company in relation to the preparation of the financial statements; and (d) the independence of the auditor in relation to the conduct of the audit, may be submitted no later than five business days before the Meeting (being, no later than 10.00 AM (WST) on 19 November 2024) to the Company Secretary at the Company's registered office. 3 RESOLUTION 1 – REMUNERATION REPORT In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Director's Report contains the Remuneration Report which sets out: (a) the remuneration policy for the Company; and (b) the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. Shareholders will have the opportunity to remove the whole Board except the Managing Director (if applicable) if the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings. Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other 9 than the Managing Director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. The Remuneration Report did not receive a Strike at the 2023 annual general meeting. Please note if the Remuneration Report receives a Strike at the Meeting and if a second Strike is received at the 2025 annual general meeting, this may result in the re-election of the Board. The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report. Resolution 1 is an ordinary resolution. The Chairperson intends to exercise all available proxies in favour of Resolution 1. If the Chairperson is appointed as your proxy and you have not specified the way the Chairperson is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairperson with an express authorisation for the Chairperson to vote the proxy in accordance with the Chairperson's intention, even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 4 RESOLUTION 2 – RE-ELECTION OF MR ROBIN COX AS A DIRECTOR 4.1 General Article 6.3(c) of the Constitution requires one third of all Directors (rounded down to the nearest whole number) to retire at each annual general meeting. Article 6.3(f) of the Constitution provides that a Director who retires under article 6.3(c) of the Constitution is eligible for re-election. Resolution 2 provides that Mr Robin Cox retires and seeks re-election as a Director under article 6.3(f) of the Constitution. Details of the qualifications and experience of Mr Cox are detailed in the Annual Report. Mr Cox was appointed to the Board on 1 January 2023. If Resolution 2 is passed, Mr Cox will continue to be a Director. If Resolution 2 is not passed, Mr Cox will cease to be a Director. Resolution 2 is an ordinary resolution. The Chairperson intends to exercise all available proxies in favour of Resolution 2. 4.2 Board Recommendation The Board (excluding Mr Robin Cox) supports the re-election of Mr Cox and recommends that Shareholders vote in favour of Resolution 2. 5 RESOLUTION 3 – ELECTION OF MR NEVILLE POWER AS A DIRECTOR 5.1 General Listing Rule 14.4 provides that a director appointed to fill a casual vacancy or as an addition to the board must not hold office, without re-election, past the next annual general meeting of the entity. Article 6.1(b) of the Constitution allows the Directors to appoint a person as an addition to the Board at any time, provided that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office until the next general 10 meeting or annual general meeting (as applicable) of members of the Company and is eligible for reelection at that meeting. On 20 November 2023, the Company announced the appointment of Mr Neville Power as a NonExecutive Director, effective immediately. Mr Power was appointed as an addition to the Board. Resolution 3 provides that Mr Power retires and seeks re-election as a Director under article 6.3(j) of the Constitution. Details of the qualifications and experience of Mr Power are detailed in the Annual Report. The Board considers that Mr Power, if elected, will be classified as an independent Director. If Resolution 3 is passed, Mr Power will continue to be a Director. If Resolution 3 is not passed, Mr Power will cease to be a Director. Resolution 3 is an ordinary resolution. The Chairperson intends to exercise all available proxies in favour of Resolution 3. 5.2 Board Recommendation The Board (excluding Mr Neville Power) supports the election of Mr Neville Power and recommends that Shareholders vote in favour of Resolution 3. 6 RESOLUTION 4 – ELECTION OF MR ROBERT WAUGH AS A DIRECTOR 6.1 General Refer to Section 5.1 for a summary of Listing Rule 14.4 and article 6.1(b) of the Constitution. On 19 June 2024, the Company announced the appointment of Mr Robert Waugh as a Non-Executive Director with effect from 25 June 2024. Mr Waugh was appointed as an addition to the Board. Resolution 4 provides that Mr Waugh retires from office and seeks re-election as a Director under article 6.3(j) of the Constitution. Details of the qualifications and experience of Mr Waugh are detailed in the Annual Report. The Board considers that Mr Waugh, if elected, will be classified as an independent Director. If Resolution 4 is passed, Mr Waugh will continue to be a Director. If Resolution 4 is not passed, Mr Waugh will cease to be a Director. Resolution 4 is an ordinary resolution. The Chairperson intends to exercise all available proxies in favour of Resolution 4. 6.2 Board Recommendation The Board (excluding Mr Robert Waugh) supports the election of Mr Robert Waugh and recommends that Shareholders vote in favour of Resolution 4. 11 7 RESOLUTION 5 – APPROVAL TO ISSUE PERFORMANCE RIGHTS TO MR ROBERT WAUGH UNDER THE EMPLOYEE INCENTIVE PLAN 7.1 General As detailed above, Mr Robert Waugh was appointed as Non-Executive Director on 25 June 2024. In connection with his appointment, the Company agreed, subject to this Resolution 5 being passed, to issue 1,500,000 Performance Rights to Mr Waugh (and/or his nominee(s)). Resolution 5 seeks Shareholder approval, pursuant to Listing Rule 10.14 for the issue of 1,500,000 Performance Rights to Mr Waugh (and/or his nominee(s)) under the Employee Incentive Plan. The Board considers that the grant of Performance Rights to Mr Waugh is a cost effective and efficient reward for the Company to appropriately incentivise Mr Waugh. Refer to Schedule 2 for the terms and conditions of the Performance Rights. Refer to Schedule 4 for a summary of the material terms of the Employee Incentive Plan. Unless otherwise determined by the Board, all unvested Performance Rights issued to Mr Waugh will lapse and be cancelled if Mr Waugh ceases to be employed by the Company for any reason other than where Mr Waugh is a Good Leaver. Resolution 5 is an ordinary resolution. The Chairperson intends to exercise all available proxies in favour of Resolution 5. 7.2 Section 200B of the Corporations Act In accordance with section 200B of the Corporations Act, to give a benefit in connection with a person's retirement from a managerial or executive office, the Company must obtain Shareholder approval in the manner set out in section 200E of the Corporations Act. Section 200B of the Corporations Act applies where the benefit is given to, among other persons, a person whose details were included in the Director's Report for the previous financial year. The details of Mr Waugh are included in the Director's Report for the 2024 Financial Year. The term "benefit" is open to a potentially wide interpretation and may include automatic, or accelerated, vesting of share-based payments for a person or the exercise of discretion to allow a person to maintain a benefit they would not otherwise be entitled to retain, on, or as a result of, retirement from their position of employment in a company. The benefits for which approval is sought under Resolution 5 include benefits that result from the Board exercising the discretions conferred under the terms of the Employee Incentive Plan. In particular, the Board will have the discretion to dete