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 11:30am (WST) on Wednesday, 22 November 2023 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 11:30am (WST) on Monday, 20 November 2023. 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 Monday, 20 November 2023. 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 11:30am (WST) on Wednesday, 22 November 2023 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 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 Monday, 20 November 2023 at 5:00pm (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 2023, 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 MICHAEL EDWARDS 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 Listing Rule 14.5, article 6.3(c) of the Constitution and for all other purposes, Mr Michael Edwards, 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 NICHOLAS RATHJEN 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, article 6.3(i) of the Constitution and for all other purposes, Mr Nicholas Rathjen, appointed as chief executive officer and Managing Director effective from 18 October 2023, retires and being eligible, is elected as a Director on the terms and conditions in the Explanatory Memorandum.' 4 RESOLUTION 4 – RATIFY TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1 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 7.4 and for all other purposes, Shareholders ratify and approve the prior issue by the Company of 9,165,911 Shares issued under Listing Rule 7.1 (at an issue price of $0.10 per Share) pursuant to the Tranche 1 Placement, 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 persons who participated in the issue of Shares pursuant to the Tranche 1 Placement 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 in 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. 2 5 RESOLUTION 5 – RATIFY TRANCHE 1 PLACEMENT SHARES ISSUED UNDER LISTING RULE 7.1A 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 7.4 and for all other purposes, Shareholders ratify and approve the prior issue by the Company of 42,784,513 Shares issued under Listing Rule 7.1A (at an issue price of $0.10 per Share) pursuant to the Tranche 1 Placement, 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 persons who participated in the issue of Shares pursuant to the Tranche 1 Placement or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of this Resolution by: 6 (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 in 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. RESOLUTION 6 – ISSUE OF SHARES TO HANCOCK UNDER THE TRANCHE 2 PLACEMENT 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 7.1 and for all other purposes, Shareholders authorise and approve the issue of up to 21,600,000 Shares (at an issue price of $0.10 per Share) to Hancock (and/or its nominee(s)) pursuant to the Tranche 2 Placement, 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 Hancock (and/or its nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the Shares (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Hancock or of any of the other abovementioned 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 in that way; or 3 7 (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. RESOLUTION 7 – ISSUE OF SHARES TO MR MICHAEL EDWARDS UNDER THE TRANCHE 2 PLACEMENT 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, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and for all other purposes, Shareholders authorise and approve the issue of up to 500,000 Shares (at an issue price of $0.10 per Share) to Mr Michael Edwards (and/or his nominee(s)) pursuant to the Tranche 2 Placement, 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 Michael Edwards (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the Shares (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Mr Michael Edwards or of any of the other abovementioned 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 in 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. Voting Prohibition In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Michael Edwards or his nominee(s) or any of his, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if: 4 8 (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and (b) it is not cast on behalf of Mr Michael Edwards or his nominee(s) or any of his, or their, associates. RESOLUTION 8 – ISSUE OF SHARES TO MR NICHOLAS RATHJEN UNDER THE TRANCHE 2 PLACEMENT 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, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and for all other purposes, Shareholders authorise and approve the issue of up to 1,000,000 Shares (at an issue price of $0.10 per Share) to Mr Nicholas Rathjen (and/or his nominee(s)) pursuant to the Tranche 2 Placement, 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 Nicholas Rathjen (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the Shares (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Mr Nicholas Rathjen or of any of the other abovementioned 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 in 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. Voting Prohibition In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Nicholas Rathjen or his nominee(s) or any of his, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if: (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and (b) it is not cast on behalf of Mr Nicholas Rathjen or his nominee(s) or any of his, or their, associates. 5 9 RESOLUTION 9 – ISSUE OF SHARES TO MR ROBIN COX UNDER THE TRANCHE 2 PLACEMENT 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, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and for all other purposes, Shareholders authorise and approve the issue of up to 250,000 Shares (at an issue price of $0.10 per Share) to Mr Robin Cox (and/or his nominee(s)) pursuant to the Tranche 2 Placement, 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 Robin Cox (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the Shares (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Mr Robin Cox or of any of the other abovementioned 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 in 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. Voting Prohibition In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Robin Cox or his nominee(s) or any of his, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if: 10 (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and (b) it is not cast on behalf of Mr Robin Cox or his nominee(s) or any of his, or their, associates. RESOLUTION 10 – ISSUE OF SHARES TO MR PAUL BROWN UNDER THE TRANCHE 2 PLACEMENT 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, Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and for all other purposes, Shareholders authorise and approve the issue of up to 500,000 Shares (at an issue price of $0.10 per Share) to Mr Paul Brown 6 (and/or his nominee(s)) pursuant to the Tranche 2 Placement, 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 Paul Brown (and/or his nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the Shares (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Mr Paul Brown or of any of the other abovementioned 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 in 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. Voting Prohibition In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Paul Brown or his nominee(s) or any of his, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if: 11 (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and (b) it is not cast on behalf of Mr Paul Brown or his nominee(s) or any of his, or their, associates. RESOLUTION 11 – ISSUE OF LEAD MANAGER OPTIONS TO CANACCORD 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 7.1 and for all other purposes, Shareholders authorise and approve the issue of up to 3,000,000 Options to Canaccord (and/or its 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 Canaccord (and/or its nominee(s)) and any other person who will obtain a material benefit as a result of the proposed issue of the Options (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of Canaccord or of any of the other abovementioned persons. However, this does not apply to a vote cast in favour of this Resolution by: 7 12 (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 in 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. RESOLUTION 12 GOLDFELLAS – RATIFY CONSIDERATION SHARES ISSUED TO 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 7.4 and for all other purposes, Shareholders ratify and approve the prior issue by the Company of 27,505,429 Consideration Shares issued to Goldfellas pursuant to the Acquisition 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 Goldfellas or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of this Resolution by: 13 (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 in 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. RESOLUTION 13 – RATIFY CONSIDERATION PERFORMANCE RIGHTS ISSUED TO GOLDFELLAS To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: 8 'That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify and approve the prior issue by the Company of 27,505,429 Consideration Performance Rights issued to Goldfellas pursuant to the Acquisition 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 Goldfellas or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of this Resolution by: 14 (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 in 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. RESOLUTION 14 – ISSUE OF PERFORMANCE RIGHTS TO MR MICHAEL EDWARDS 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 and Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and for all other purposes, Shareholders approve the issue of up to 7,500,000 Performance Rights to Mr Michael Edwards (and/or his nominee(s)), under the 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 Mr Michael Edwards (and/or his nominees(s)) and each person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the 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 in 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: 9 (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. Voting Prohibition In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Michael Edwards or his nominee(s) or any of his, or their, associates. However, subject to the voting exclusion above and the further voting prohibition below, this does not prevent the casting of a vote if: (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution; and (b) it is not cast on behalf of Mr Michael Edwards or his nominee(s) or any of his, or their, associates. Further, 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: 15 (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 15 – ISSUE OF PERFORMANCE RIGHTS TO MR ROBIN COX 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 and Chapter 2E of the Corporations Act (including section 208 of the Corporations Act) and for all other purposes, Shareholders approve the issue of up to 7,500,000 Performance Rights to Mr Robin Cox (and/or his nominee(s)), under the 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 Mr Robin Cox (and/or his nominees(s)) and each person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the 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 in 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 t