Announcement PDF Need assistance? WIDGIE NICKEL LIMITED *M00000112Q02* ABN 77 648 687 094 Phone: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia) Online: www.investorcentre.com/contact WIN MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 Widgie Nickel Limited General Meeting The Widgie Nickel Limited General Meeting will be held on Monday, 1 July 2024 at 10:30am (AWST). You are encouraged to participate in the meeting using the following options: MAKE YOUR VOTE COUNT To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information: Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com For your proxy appointment to be effective it must be received by 10:30am (AWST) on Saturday, 29 June 2024. ATTENDING THE MEETING IN PERSON The meeting will be held at: Steinepreis Paganin, Level 4, 16 Milligan Street, Perth, WA 6000 You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare. Samples/000001/000002/i12 WIDGIE NICKEL LIMITED ACN 648 687 094 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 10.30 am (WST) DATE: 1 July 2024 PLACE: Steinepreis Paganin Level 4 16 Milligan Street PERTH WA 6000 The business of the Meeting affects your shareholding and your vote is important. 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. 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 10.30am (WST) on 29 June 2024. BUSINESS OF THE MEETING AGENDA 1. RESOLUTION 1 – ISSUE OF SHORTFALL SECURITIES TO RELATED PARTY – ANDREW PARKER To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 250,000 Shares and 125,000 Options to Andrew Parker (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 2. RESOLUTION 2 – ISSUE OF SHORTFALL SECURITIES TO RELATED PARTY – FELICITY REPACHOLI To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 250,000 Shares and 125,000 Options to Felicity Repacholi (or her nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 3. RESOLUTION 3 – ISSUE OF SHORTFALL SECURITIES TO RELATED PARTY – SCOTT PERRY To consider and, if thought fit, to pass, the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 283,563 Shares and 141,782 Options to Scott Perry (or his nominee) on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 5621-01/3446088_2 1 4. RESOLUTION 4 – ISSUE OF SALARY FORGONE OPTIONS TO DIRECTOR – ANDREW PARKER To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 1,166,667 Options to Andrew Parker (or his nominee) under the Equity Incentive Plan on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 5. RESOLUTION 5 – ISSUE OF SALARY FORGONE OPTIONS TO DIRECTOR – STEVE NORREGAARD To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 8,750,000 Options to Steve Norregaard (or his nominee) under the Equity Incentive Plan on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 6. RESOLUTION 6 – ISSUE OF SALARY FORGONE OPTIONS TO DIRECTOR – FELICITY REPACHOLI To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 802,083 Options to Felicity Repacholi (or her nominee) under the Equity Incentive Plan on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 7. RESOLUTION 7 – ISSUE OF SALARY FORGONE OPTIONS TO DIRECTOR – SCOTT PERRY To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 195(4) and section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 802,083 Options to Scott Perry (or his nominee) under the Equity Incentive Plan on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below. 5621-01/3446088_2 2 8. RESOLUTION 8 – CHANGE OF COMPANY NAME To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to Win Metals Limited.” 5621-01/3446088_2 3 Voting Prohibition Statements Resolutions 1 and 4 – Issue of Securities to Related Party – Andrew Parker Resolutions 2 and 6 – Issue of Securities to Related Party - Felicity Repacholi Resolutions 3 and 7 – Issue of Securities to Related Party – Scott Perry 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 a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 1 and 4 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 1 and 4 Excluded Party. In accordance with section 250BD of the Corporations Act, 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. Provided the Chair is not a Resolution 1 and 4 Excluded Party, 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. 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 a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolutions 2 and 6 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolutions 2 and 6 Excluded Party. In accordance with section 250BD of the Corporations Act, 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. Provided the Chair is not a Resolutions 2 and 6 Excluded Party, 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. 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 a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolutions 3 and 7 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolutions 4 and 7 Excluded Party. In accordance with section 250BD of the Corporations Act, 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. Provided the Chair is not a Resolutions 4 and 7 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and 5621-01/3446088_2 4 (b) Resolution 5 – Issue of Securities to Related Party Steve Norregaard 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. 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 a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 5 Excluded Party). However, the above prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and it is not cast on behalf of a Resolution 5 Excluded Party. In accordance with section 250BD of the Corporations Act, 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. Provided the Chair is not a Resolution 5 Excluded Party, 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 1 – Issue of Shortfall Securities to Related Party – Andrew Parker Andrew Parker (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. Resolution 2 – Issue of Shortfall Securities to Related Party – Felicity Repacholi Felicity Repacholi (or her 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. Resolution 3 – Issue of Shortfall Securities to Related Party – Scott Perry Scott Perry (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. Resolution 4 – Issue of Salary Forgone Options to Director – Andrew Parker Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Andrew Parker) or an associate of that person or those persons. Resolution 5 – Issue of Salary Forgone Options to Director Steve Norregaard Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Steve Norregaard) or an associate of that person or those persons. Resolution 6 – Issue of Salary Forgone Options to Director Felicity Repacholi Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Felicity Repacholi) or an associate of that person or those persons. Resolution 7 – Issue of Salary Forgone Options to Director Scott Perry Any person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question (including Scott Perry) 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 5621-01/3446088_2 5 (b) (c) 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 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. Voting by proxy To vote by proxy, please complete 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 8 6381 7250. 5621-01/3446088_2 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. BACKGROUND TO RESOLUTIONS 1 TO 3 As announced on 15 May 2024, the Company completed a non-renounceable entitlement issue of 1 Share for every 2.9795 Shares held by those Shareholders registered at 5pm (WST) on 23 April 2024 at an issue price of $0.04 per Share together with one (1) free Option for every two (2) Shares applied for and issued to raise $847,791 (Rights Issue). The Offer was made under a prospectus lodged with the ASX and ASIC on 18 April 2024 (Prospectus). Any entitlement not taken up pursuant to the Rights Issue will form the shortfall offer (Shortfall Offer). The Company is seeking to raise up to $3,999,934 in aggregate under the Rights Issue and the Shortfall Offer. The Shortfall Offer is a separate offer made pursuant to the Prospectus and will remain open for up to three months following the closing date of the Offer. The issue price for each Share to be issued under the Shortfall Offer (Shortfall Shares) is $0.04, being the price at which Shares are offered under the Rights Issue. Each participant under the Shortfall Offer will receive one free attaching Option (exercisable at $0.07 per Option on or before 31 October 2025) for each Shortfall Share issued (Shortfall Options) (together, the Shortfall Securities). In addition to taking up their entitlements under the Rights Issue, Directors Andrew Parker, Felicity Repacholi, and Scott Perry (Participating Directors) wish to participate in the Shortfall Offer on the same terms as the unrelated parties who wish to participate in the Shortfall Offer up to the following amounts: (a) Andrew Parker intends to apply for up to $10,000 worth of Shortfall Securities (being 250,000 Shortfall Shares and 125,000 free-attaching Shortfall Options); (b) Felicity Repacholi intends to apply for up to $10,000 worth of Shortfall Securities (being 250,000 Shortfall Shares and 125,000 free-attaching Shortfall Options); and (c) Scott Perry intends to apply for up to $11,342.52 worth of Shortfall Securities (being 283,563 Shortfall Shares and 141,782 free-attaching Shortfall Options). Resolutions 1 to 3 seek Shareholder approval for the issue of the Shortfall Securities to the Participating Directors. 2. RESOLUTIONS 1 TO 3 – ISSUE OF SHORTFALL SECURITIES TO RELATED PARTIES 2.1 General As set out in Section 1 above, the Company has agreed, subject to obtaining Shareholder approval, to issue up to an aggregate of 783,563 Shortfall Shares and 391,782 Shortfall Options to the Participating Directors on the terms and conditions set out below. Resolutions 1 to 3 seek Shareholder approval for the issue of the Shortfall Securities to the Participating Directors. 5621-01/3446088_2 7 2.2 Director recommendation Each Director (other than Steve Norregaard) has a material personal interest in the outcome of Resolutions 1 to 3 on the basis that the Directors (other than Steve Norregaard) (or their nominees) are to be issued Shortfall Securities on the same terms and conditions should Resolutions 1 to 3 be passed. For this reason, the Directors (other than Steve Norregaard) do not believe that it is appropriate to make a recommendation on Resolutions 1 to 3 of this Notice. 2.3 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 approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act. The issue of Shortfall Securities to the Participating Directors constitutes giving a financial benefit and each of the Participating Directors is a related party of the Company by virtue of being a Director. As the Shortfall Securities are proposed to be issued to all of the Directors other than Steve Norregaard, the “non-interested director”, the Directors are unable to form a quorum to consider whether one of the exceptions set out in sections 210 to 216 of the Corporations Act applies to the issue of the Shortfall Securities. Accordingly, Shareholder approval for the issue of Shortfall Securities to the Participating Directors is sought in accordance with Chapter 2E of the Corporations Act. 2.4 Listing Rule 10.11 Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to: 10.11.1 a related party; 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company; 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so; 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders, unless it obtains the approval of its shareholders. 5621-01/3446088_2 8 The issue of Shortfall Securities falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11. Resolutions 1 to 3 seek the required Shareholder approval for the issue of the Shortfall Securities under and for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11. 2.5 Technical information required by Listing Rule 14.1A If Resolutions 1 to 3 are passed, the Company will be able to proceed with the issue of the Shortfall Securities to the Participating Directors within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Shortfall Securities (because approval is being obtained under Listing Rule 10.11), the issue of the Shortfall Securities will not use up any of the Company’s 15% annual placement capacity. If Resolutions 1 to 3 are not passed, the Company will not be able to proceed with the issue of the Shortfall Securities. Resolutions 1 to 3 are independent of one another. 2.6 Technical Information required by Listing Rule 10.13 and section 219 of the Corporations Act Pursuant to and in accordance with Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided in relation to Resolutions 1 to 3: (a) the Shortfall Securities will be issued to the following persons: (i) Andrew Parker (or his nominee) pursuant to Resolution 1; (ii) Felicity Repacholi (or her nominee) pursuant to Resolution 2; (iii) Scott Perry (or his nominee) pursuant to Resolution 3, each of whom falls within the category set out in Listing Rule 10.11.1 by virtue of being a Director; (b) (c) 5621-01/3446088_2 the maximum number of Shortfall Shares and Shortfall Options to be issued to the Participating Directors (being the nature of the financial benefit proposed to be given) is 783,563 and 391,782, respectively, comprising: (i) 250,000 Shortfall Shares and 125,000 Shortfall Options to Andrew Parker (or his nominee) pursuant to Resolution 1; (ii) 250,000 Shortfall Shares and 125,000 Shortfall Options to Felicity Repacholi (or her nominee) pursuant to Resolution 2; and (iii) 283,563 Shortfall Shares and 141,782 Shortfall Options to Scott Perry (or his nominee) pursuant to Resolution 3; the Shortfall Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; 9 (d) the terms and conditions of the Shortfall Options are set out in Schedule 1; (e) the Shortfall Securities will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Shortfall Securities will occur on the same date; (f) the issue price of the Shortfall Shares will be $0.04 per Shortfall Share and the issue price of the Shortfall Options will be nil as they are free attaching with the Shortfall Shares on a 1:2 basis, being on the same terms as the Rights Issue. The Company will not receive any other consideration in respect of the issue of the Shortfall Securities (other than in respect of funds received on exercise of the Shortfall Options); (g) the purpose of the issue of the Shortfall Securities is to allow the Participating Directors to participate in the Rights Issue; (h) the Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Shortfall Securities to the Participating Directors on the terms proposed; (i) the issue of the Shortfall Securities is not intended to remunerate or incentivise the Participating Directors; (j) the Shortfall Securities are not being issued under an agreement; (k) the relevant interests of the Participating Directors in securities of the Company as at the date of this Notice are set out below: As at the date of this Notice Participating Director Shares1 Options Performance Rights Andrew Parker 124,214 915,607 Nil Felicity Repacholi Nil 600,000 Nil 100,000 600,000 Nil Scott Perry Post issue of Shortfall Securities to Participating Directors Participating Director Shares1 Options Performance Rights Andrew Parker 374,214 1,040,607 Nil Felicity Repacholi 250,000 725,000 Nil Scott Perry 383,563 741,782 Nil Notes: (l) 5621-01/3446088_2 1. Fully paid ordinary shares in the capital of the Company (ASX: WIN). 2. The tables above include Securities to be issued to the Participating Directors under the Rights Issue. if the Shortfall Shares are issued to the Participating Directors and the Shortfall Options are exercised, a total of 1,175,345 Shares would be 10 issued. This will increase the number of Shares on issue from 319,139,827 (being the total number of Shares on issue as at the date of this Notice) to 320,315,172 (assuming that no Shares are issued and no convertible securities vest or are exercised) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.37%, comprising 0.12% by Andrew Parker, 0.12% by Felicity Repacholi and 0.13% by Scott Perry. The market price for Shares during the term of the Shortfall Options would normally determine whether the Shortfall Options are exercised. If, at any time any of the Shortfall Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Shortfall Options, there may be a perceived cost to the Company. (m) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below: Price Date Highest $0.33 18 April 2024 Lowest $0.037 14 February 2024 Last $0.037 14 May2024 (n) the Board is not aware of any other information that is reasonably required by Shareholders to allow them to decide whether it is in the best interests of the Company to pass Resolutions 1 to 3; and (o) a voting exclusion statement is included in Resolutions 1 to 3 of the Notice. 3. RESOLUTIONS 4 TO 7 – ISSUE OF SALARY FORGONE OPTIONS TO DIRECTORS 3.1 General The Directors have agreed to a reduction in salary and fees (as applicable) payable to them for the 12-month period commencing on the first day of the month following completion of the Rights Issue, being 1 June 2024 (Remuneration Reduction), as part of the Company's strategy to sustain its business. A such, the Company and each of the Directors have agreed to, subject to obtaining Shareholder approval, under the Company’s Equity Incentive Plan (the Plan) issue Options (Salary Forgone Options) to the Directors (or their nominees) in consideration for the Remuneration Reduction. The Remuneration Reduction for each of the Directors and Salary Forgone Options to be issued are outlined below: Director Reduction in salary / fees (%) Reduction in salary / fees ($) Number of Salary Forgone Options Andrew Parker 10% $8,000 1,166,667 Steve Norregaard 15% $60,000 8,750,000 Felicity Repacholi 10% $5,500 802,083 Scott Perry 10% $5,500 802,083 5621-01/3446088_2 11 3.2 Director Recommendation Each Director has a material personal interest in the outcome of Resolutions 4 to 7 on the basis that all of the Directors (or their nominees) are to be issued Salary Forgone Options should Resolutions 4 to 7 be passed. For this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolutions 4 to 7 of this Notice. 3.3 Ch