Notice of Annual General Meeting/Proxy Form
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Released
Announcement PDF
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Notice of Annual General Meeting and
Explanatory Memorandum
Lake Resources N.L. (ACN 079 471 980)
Date of Meeting: 19 November 2026
Time of Meeting: 9:00am (Brisbane time) (which is 10:00am AEDT)
Address: The Boardroom
BDO
Level 18, 360 Queen Street
Brisbane Qld 4000
Virtual location: Zoom Webinar
This Notice of Meeting 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.
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Venue and Voting Information
The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at
9:00am (Brisbane time) (which is 10:00am AEDT) on 19 November 2026 at The Boardroom, BDO,
Level 18, 360 Queen Street, Brisbane QLD 4000 and also as a hybrid virtual meeting (AGM or
Meeting). The Company is pleased to provide shareholders with the opportunity to attend and
participate in the meeting virtually (in addition to the ability to attend at the physical location) through an
online meeting platform powered by Automic, where shareholders will be able to watch, listen, ask
questions and vote online.
Shareholders that have an existing account with Automic will be able to watch, listen and vote online.
Shareholders who do not have an account with Automic are strongly encouraged to register for an
account as soon as possible and well in advance of the Meeting to avoid any delays on the day of
the Meeting.
An account can be created via the following link investor.automic.com.au and then clicking on “register”
and following the prompts. Shareholders will require their holder number (Securityholder Reference
Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.
To access the virtual meeting on the day:
1. Open your internet browser and go to investor.automic.com.au.
2. Login with your username and password or click “register” if you haven’t already created an
account. Shareholders are encouraged to create an account prior to the start of the
meeting to ensure there is no delay in attending the virtual meeting.
3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting
is open for registration, click on “Register” when this appears. Alternatively, click on
“Meetings” on the left-hand menu bar to join the meeting.
4. Click on “Join Meeting” and follow the prompts on screen to register and vote.
5. When the Chair of the Meeting declares the poll open, select the “Voting” dropdown menu on
the right-hand side of your screen.
6. Select either the “Full” or “Allocate” option to access your electronic voting card.
7. Follow the prompts to record your voting direction for each Resolution and click “Submit
votes”. For allocated votes, the number of votes submitted must not exceed your remaining
available units. Important: Votes cannot be amended once submitted.
Shareholders will be able to vote and ask questions at the meeting, whether they attend in person or
virtually (for how to ask questions virtually, see the “Voting virtually at the Meeting” section of this Notice
of Meeting below).
Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.
Questions must be submitted in writing to Investor Relations at
investorrelations@lakeresources.com.au by 9:00am (Brisbane time) on 18 November 2026, being the
day prior to the Meeting.
The Company will also provide Shareholders with the opportunity to ask questions during the Meeting
in respect to the formal items of business as well as general questions in respect to the Company and
its business.
Your vote is important
The business of the Annual General Meeting affects your shareholding, and your vote is important.
Venue and Voting Information
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Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
Voting virtually at the Meeting
Shareholders who wish to vote virtually on the day of the AGM will need to login to the online meeting
platform powered by Automic.
For further information on the live voting process please see the Registration and Voting Guide at
https://www.automicgroup.com.au/virtual-agms/.
Voting by proxy
A member entitled to attend and vote at the Meeting may appoint a proxy. The person appointed as a
proxy may be an individual or a body corporate. If entitled to cast two or more votes, the member may
appoint one or two proxies.
Where two proxies are appointed, each proxy may be appointed to represent a specific proportion of
the member’s voting rights. If the proportion is not specified, each proxy may exercise half of the
member’s voting rights. Fractional votes will be disregarded. Please read carefully the instructions on
the Proxy Form and consider how you wish to direct the proxy to vote on your behalf. You may direct
the proxy to vote “for”, “against” or “abstain” from voting on each Resolution or you may leave the
decision to the appointed proxy after discussion at the meeting.
A proxy need not be a member of the Company.
The Proxy Form must be signed by the member or the member’s attorney. Proxies given by
corporations must be signed in accordance with the corporation’s constituent documents, or as
authorised by the Corporations Act.
To vote by proxy, please use one of the following methods:
Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following
the instructions: Login to the Automic website using the holding details as shown on the
Proxy Form. Click on ‘View 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 on the front of the Proxy Form.
For further information on the online proxy lodgment process please see the Online Proxy
Lodgment Guide at https://www.automicgroup.com.au/virtual-agms/
By post Automic, GPO Box 5193, Sydney NSW 2001
By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
Your Proxy Form must be received not later than 48 hours before the commencement of the Meeting.
Proxy Forms received later than this time will be invalid.
Power of Attorney
If the Proxy Form is signed under a power of attorney on behalf of a shareholder, then the attorney must
make sure that either the original power of attorney or a certified copy is sent with the Proxy Form,
unless the attorney has already provided it to the Share Registry.
Corporate Representatives
If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the
representative should provide the Share Registry with adequate evidence of their appointment, unless
this has previously been provided to the Share Registry.
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Technical difficulties
If there is a technical difficulty affecting any online participants:
(a) where the vast majority of members still have a reasonable opportunity to participate in
person or virtually as outlined above, the Chair may continue to hold the meeting and transact
business, including conducting a poll and voting in accordance with valid proxy instructions; or
(b) where the members, as a whole, are not able to participate in any part of the meeting, the
Chair must, subject to the Corporations Act 2001 (Cth), adjourn the meeting for a reasonable
period of time as may be required to fix the technology or adjourn the meeting to another
date, time and location.
Members concerned about technical difficulties are encouraged to lodge a directed proxy by 48 hours
before the commencement of the Meeting even if they plan to join the online meeting platform and
participate online.
Submitting Questions
Shareholders are encouraged to submit any questions they may have in writing to Investor Relations
at investorrelations@lakeresources.com.au by 9:00am on 18 November 2026, the day prior to the
meeting.
Eligibility to vote - Record Date
Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) permits the Company to specify a time,
not more than 48 hours before the Meeting, at which time a ‘snapshot’ of Shareholders will be taken for
the purposes of determining Shareholder entitlements to vote at the Meeting. The Directors have
determined such time will be 7:00pm AEDT on 17 November 2026 (Record Date). Transfers registered
after this time will be disregarded in determining entitlements to attend and vote at the AGM.
Voting Intentions of the Chair
Shareholders should be aware that any undirected proxies given to the Chair will be cast by the Chair
and counted in favour of the Resolutions from 1 to 9 (noting that, for Resolution 1, this is subject to the
voting restriction in section 250R(4) of the Corporations Act described below) and in each case subject to
compliance with the Corporations Act. In exceptional circumstances, the Chair may change his voting
intention on any Resolution, in which case an ASX announcement will be made.
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Notice is given that the Annual General Meeting of Shareholders of Lake Resources N.L. (ACN 079
471 980) (Company) will be held as a hybrid meeting, on 19 November 2026 at 9:00am (Brisbane
time).
Terms used in this Notice of Meeting are defined in section 8 (Interpretation) of the accompanying
Explanatory Memorandum.
The vote on each Resolution set out in this Notice of Meeting will be decided on a poll in accordance
with section 250JA(1)(a) of the Corporations Act 2001 (Cth).
Agenda
Ordinary business
Financial Reports
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, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity,
Consolidated Statement of Cash Flows and Notes to the Consolidated Financial Statements to and
forming part of the financial statements for the Company for the financial year ended 30 June 2026.
1. Remuneration Report
To consider and, if thought fit, pass the following Resolution, with or without amendment, as an
Advisory Resolution of the Company:
“That the Remuneration Report for the year ended 30 June 2026 (as set out in the Directors
Report) is adopted.”
The vote on this Resolution 1 is advisory only and does not bind the Directors or the
Company.
Voting restriction pursuant to section 250R (4) of the Corporations Act
A vote on this Resolution 1 must not be cast (in any capacity) by or on behalf of either of
the following persons:
• a member of the Key Management Personnel (KMP) details of whose
remuneration are included in the Remuneration Report; and
• a Closely Related Party of such a member.
However, the above persons may cast a vote on Resolution 1 if:
• the person does so as a proxy;
• vote is not cast on behalf of a member of the KMP details of whose remuneration
are included in the Remuneration Report or a Closely Related Party of such a
member; and
• either:
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- the voter is appointed as a proxy by writing that specifies the way the proxy is
to vote on the Resolution; or
- the voter is the Chair of the meeting and the appointment of the Chair as proxy:
o does not specify the way the proxy is to vote on the Resolution; and
o expressly authorises the Chair to exercise the proxy even if the Resolution
is connected directly or indirectly with the remuneration of a member of
the KMP for the Company or, if the Company is part of a consolidated
entity, for the entity.
Voting intention of the Chair
Shareholders should be aware that any undirected proxies given to the Chair will be cast
by the Chair and counted in favour of Resolution 1, subject to compliance with the
Corporations Act. In exceptional circumstances, the Chair may change his voting intention
on any Resolution, in which case an ASX announcement will be made. Further details in
relation to the ability of the Chair to vote on undirected proxies are set out in the
accompanying Proxy Form.
2. Re-election of Stuart Crow as a Non-Executive Director
To consider and, if thought fit, pass the following Resolution, with or without amendment, as an
Ordinary Resolution of the Company:
“That Stuart Crow, who retires by rotation in accordance with Rule 9.1(f) of the Company’s
Constitution and, being eligible, offers himself for re-election, be re-elected as a Non-Executive
Director.”
Voting intention of the Chair
Shareholders should be aware that any undirected proxies given to the Chair will be cast
by the Chair and counted in favour of Resolution 2, subject to compliance with the
Corporations Act. In exceptional circumstances, the Chair may change his voting intention
on any Resolution, in which case an ASX announcement will be made. Further details in
relation to the ability of the Chair to vote on undirected proxies are set out in the
accompanying Proxy Form.
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Special Business
3. Approval of Additional Placement Facility
To consider and, if thought fit, pass, with or without amendment, the following Resolution as a
Special Resolution of the Company:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the
Company to issue Equity Securities totaling 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 otherwise on the terms and conditions in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of this Resolution 3 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 any of their respective
associates or nominees.
However, this does not apply to a vote cast in favour of this Resolution 3 by:
• a person as a 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 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.
At the date of this Notice, the Company is not proposing to make an issue of Equity
Securities under Listing Rule 7.1A.2. Accordingly, no votes are currently anticipated to be
excluded for the purposes of Listing Rules 7.3A.7 and 14.11.
Voting Intention of the Chair
Shareholders should be aware that any undirected proxies given to the Chair will be cast
by the Chair and counted in favour of this Resolution 3, subject to compliance with the
Corporations Act. In exceptional circumstances, the Chair may change his voting intention
on any Resolution, in which case an ASX announcement will be made. Further details, in
relation to the ability of the Chair to vote on undirected proxies are set out in the
accompanying Proxy Form.
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4. Ratification of Prior Issue of 63,500,000 Shares to Acuity Capital
To consider and, if thought fit, pass the following Resolution, with or without amendment, as an
Ordinary Resolution of the Company:
“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders
ratify the allotment and prior issue of 63,500,000 fully paid ordinary shares on 13 August 2026
at an issue price of $0.0598 per share to Acuity Capital Investment Management Pty Ltd (ACN
132 459 093) using the Company’s available placement capacity subject to ASX Listing Rule
7.1A issued on the terms and conditions set out in the Explanatory Memorandum
accompanying this Notice of Meeting.”
Voting exclusion statement
The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of Acuity
Capital Investment Management Pty Ltd (ACN 132 459 093) or any of their associates.
However, the Company will not disregard any votes cast in favour of Resolution 4 by:
• a person as a proxy 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
• the Chair, as a 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.
Voting intention of the Chair
Shareholders should be aware that any undirected proxies given to the Chair will be cast by
the Chair and counted in favour of the Resolutions the subject of this Meeting including
Resolution 4 subject to compliance with the Corporations Act. In exceptional circumstances,
the Chair may change his voting intention on any Resolution, in which case an ASX
announcement will be made. Further details, in relation to the ability of the Chair to vote on
undirected proxies are set out in the accompanying Proxy Form.
5. Ratification of Prior Issue of 26,500,000 Shares to Acuity Capital
To consider and, if thought fit, pass the following Resolution, with or without amendment, as an
Ordinary Resolution of the Company:
“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders
ratify the allotment and prior issue of 26,500,000 fully paid ordinary shares on 13 August 2026
at an issue price of $0.0415 per share to Acuity Capital Investment Management Pty Ltd (ACN
132 459 093) using the Company’s available placement capacity subject to ASX Listing Rule
7.1A issued on the terms and conditions set out in the Explanatory Memorandum
accompanying this Notice of Meeting.”
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Voting exclusion statement
The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Acuity
Capital Investment Management Pty Ltd (ACN 132 459 093) or any of their associates.
However, the Company will not disregard any votes cast in favour of Resolution 5 by:
• a person as a proxy 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
• the Chair, as a 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.
Voting intention of the Chair
Shareholders should be aware that any undirected proxies given to the Chair will be cast by
the Chair and counted in favour of the Resolutions the subject of this Meeting including
Resolution 5 subject to compliance with the Corporations Act. In exceptional circumstances,
the Chair may change his voting intention on any Resolution, in which case an ASX
announcement will be made. Further details, in relation to the ability of the Chair to vote on
undirected proxies are set out in the accompanying Proxy Form.
6. Ratification of Prior Issue of 67,500,000 Shares to Acuity Capital
To consider and, if thought fit, pass the following Resolution, with or without amendment, as an
Ordinary Resolution of the Company:
“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders
ratify the allotment and prior issue of 67,500,000 fully paid ordinary shares on 25 September
2026 at an issue price of $0.0445 per share to Acuity Capital Investment Management Pty Ltd
(ACN 132 459 093) using the Company’s available placement capacity subject to ASX Listing
Rule 7.1A issued on the terms and conditions set out in the Explanatory Memorandum
accompanying this Notice of Meeting.”
Voting exclusion statement
The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of Acuity
Capital Investment Management Pty Ltd (ACN 132 459 093) or any of their associates.
However, the Company will not disregard any votes cast in favour of Resolution 6 by:
• a person as a proxy 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
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• the Chair, as a 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.
Voting intention of the Chair
Shareholders should be aware that any undirected proxies given to the Chair will be cast by
the Chair and counted in favour of the Resolutions the subject of this Meeting including
Resolution 6 subject to compliance with the Corporations Act. In exceptional circumstances,
the Chair may change his voting intention on any Resolution, in which case an ASX
announcement will be made. Further details, in relation to the ability of the Chair to vote on
undirected proxies are set out in the accompanying Proxy Form.
7. Approval to grant Restricted Stock Units to Dr. Robert Trzebski under the
Employee Awards Plan for calendar year 2025
To consider and, if thought fit, pass the following Resolution, with or without amendment, as an
Ordinary Resolution of the Company:
“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders
approve the grant of 2,335,052 Restricted Stock Units to Dr. Robert Trzebski (or his nominee)
under the Employee Awards Plan on the terms as set out in the Explanatory Memorandum.”
Voting exclusion statement
The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of:
• a person referred to in Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate
in the employee incentive scheme in question; and
• an associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
• a person as a proxy 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
• 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:
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- 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.
Voting restriction pursuant to section 250BD of the Corporations Act
As Resolution 7 is connected directly or indirectly with the remuneration of a member of the
KMP for the Company (or, if the Company is a consolidated entity, for the entity), pursuant to
section 250BD of the Corporations Act, a vote on Resolution 7 must not be cast by:
• any member of the KMP for the Company (or, if the Company is a consolidated entity,
for the entity); or
• a Closely Related Party of such KMP, who is appointed as a Shareholder’s proxy, on
the basis of that appointment, where the Shareholder does not specify in writing the
way the proxy is to vote on this Resolution 7.
However, the Company need not disregard a vote on this Resolution 7 if it is cast by the
person chairing the meeting as proxy for a person who is entitled to vote and the Shareholder
expressly authorises the person chairing the meeting to exercise the proxy even if this
Resolution 7 is connected directly or indirectly with the remuneration of a member of the KMP
for the Company, or if the Company is part of a consolidated entity, for the entity.
8. Approval to grant Restricted Stock Units to Mr. Stuart Crow under Employee
Awards Plan for calendar year 2025
To consider and, if thought fit, pass the following Resolution, with or without amendment, as an
Ordinary Resolution of the Company:
“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders
approve the grant of 2,335,052 Restricted Stock Units to Mr. Stuart Crow (or his nominee)
under the Employee Awards Plan on the terms as set out in the Explanatory Memorandum.”
Voting exclusion statement
The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of:
• a person referred to in Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate
in the employee incentive scheme in question; and
• an associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
• a person as a proxy 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
• 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 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.
Voting restriction pursuant to section 250BD of the Corporations Act
As Resolution 8 is connected directly or indirectly with the remuneration of a member of the
KMP for the Company (or, if the Company is a consolidated entity, for the entity), pursuant to
section 250BD of the Corporations Act, a vote on Resolution 8 must not be cast by:
• any member of the KMP for the Company (or, if the Company is a consolidated entity,
for the entity); or
• a Closely Related Party of such KMP, who is appointed as a Shareholder’s proxy, on
the basis of that appointment, where the Shareholder does not specify in writing the
way the proxy is to vote on this Resolution 8.
However, the Company need not disregard a vote on this Resolution 8 if it is cast by the
person chairing the meeting as proxy for a person who is entitled to vote and the Shareholder
expressly authorises the person chairing the meeting to exercise the proxy even if this
Resolution 8 is connected directly or indirectly with the remuneration of a member of the KMP
for the Company, or if the Company is part of a consolidated entity, for the entity.
9. Approval to grant Restricted Stock Units and Performance Stock Units to Mr.
David Dickson under Employee Awards Plan for calendar year 2025
To consider and, if thought fit, pass the following Resolution, with or without amendment, as an
Ordinary Resolution of the Company:
“That for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations
Act, and for all other purposes, Shareholders approve the grant of 15,567,010 Restricted Stock
Units and 15,567,010 Performance Stock Units to Mr. David Dickson (or his nominee) under
the Employee Awards Plan on the terms as set out in the Explanatory Memorandum.”
Voting exclusion statement
The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of:
• a person referred to in Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate
in the employee incentive scheme in question; and
• an associate of those persons.
However, this does not apply to a vote cast in favour of this Resolution by:
• a person as a proxy 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 t
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