Announcement PDF CHARIOT CORPORATION LTD ACN 637 559 847 NOTICE OF GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 1:00pm (WST) DATE: Wednesday, 26 November 2025 PLACE: Level 5, 191 St Georges Terrace, Perth WA 6000 The business of the Meeting affects your shareholding and your vote is important. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4:00pm (WST) on 24 November 2025. 5626-01/3750445_2 2 BU S IN E S S O F T HE ME E T ING AGENDA 1. RESOLUTION 1 – APPROVAL TO ISSUE SHARES TO CONTINENTAL To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 24,000,000 Shares to Continental (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES TO FIRST PLACEMENT PARTICIPANTS UNDER LISTING RULE 7.1 To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 22,108,072 Shares to First Placement Participants on the terms and conditions set out in the Explanatory Statement.” 3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF SHARES TO FIRST PLACEMENT PARTICIPANTS UNDER LISTING RULE 7.1A To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 9,891,928 Shares to First Placement Participants on the terms and conditions set out in the Explanatory Statement.” 4. RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO FIRST PLACEMENT PARTICIPANTS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 16,000,000 Options to First Placement Participants on the terms and conditions set out in the Explanatory Statement.” 5. RESOLUTION 5 – APPROVAL TO ISSUE OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 5,000,000 Options on the terms and conditions set out in the Explanatory Statement.” 6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF SHARES TO OBSIDIAN UNDER LISTING RULE 7.1 To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,000,000 Shares to Obsidian on the terms and conditions set out in the Explanatory Statement.” 5626-01/3750445_2 3 7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES TO MAX WEALTHY INTERNATIONAL UNDER LISTING RULE 7.1 To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 750,000 Shares to Max Wealthy International on the terms and conditions set out in the Explanatory Statement.” 8. RESOLUTION 8 – APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTORS’ FEES – SHANTHAR PATHMANATHAN To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,619,143 Shares to Shanthar Pathmanathan (or his nominee(s)) in lieu of his accrued director fees owing as at 25 July 2025 and on the terms and conditions, set out in the Explanatory Statement.” 9. RESOLUTION 9 – APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTORS’ FEES – NEIL STUART To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 413,649 Shares to Neil Stuart (or his nominee(s)) in lieu of his accrued director fees owing as at 25 July 2025 and on the terms and conditions set out in the Explanatory Statement.” 10. RESOLUTION 10 – APPROVAL TO ISSUE SHARES IN LIEU OF DIRECTORS’ FEES – FREDERICK FORNI To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,516,712 Shares to Frederick Forni (or his nominee(s)) in lieu of his accrued director fees owing as at 25 July 2025 and on the terms and conditions set out in the Explanatory Statement.” 11. RESOLUTION 11 – APPROVAL TO ISSUE SHARES IN LIEU OF CONSULTANCY FEES – RAMESH CHAKRAPANI To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 1,125,063 Shares to Ramesh Chakrapani (or his nominee(s)) in lieu of his accrued consultancy fees owing as at 25 July 2025 on the terms and conditions set out in the Explanatory Statement.” 12. RESOLUTION 12 – APPROVAL TO INCREASE MAXIMUM SECURITIES UNDER THE COMPANY’S EMPLOYEE INCENTIVE SECURITIES PLAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to increase the maximum number of Securities that may be issued under the Company’s Employee Incentive Securities Plan to 30,000,000 Securities, on the terms and conditions set out in the Explanatory Statement.” 5626-01/3750445_2 4 13. RESOLUTION 13 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR – SHANTHAR PATHMANATHAN To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 10,250,000 Performance Rights to Shanthar Pathmanathan (or his nominee(s)) under the Incentive Plan on the terms and conditions set out in the Explanatory Statement.” 14. RESOLUTION 14 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR - BRENDAN BORG To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 4,500,000 Performance Rights to Brendan Borg (or his nominee(s)) under the Incentive Plan on the terms and conditions set out in the Explanatory Statement.” 15. RESOLUTION 15 – ISSUE OF PERFORMANCE RIGHTS TO DIRECTOR - FREDERICK FORNI To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 4,250,000 Performance Rights to Frederick Forni (or his nominee(s)) under the Incentive Plan on the terms and conditions set out in the Explanatory Statement.” 16. RESOLUTION 16 – AMENDMENT TO CONSTITUTION To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to amend its Constitution to include a new clause setting the issue cap for issues of Securities under the Employee Incentive Securities Plan to 20% of the issued capital of the Company for the purposes of section 1100V(2) of the Corporations Act.” 17. RESOLUTION 17 – APPROVAL TO ISSUE OPTIONS TO GAM To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 9,000,000 Options to GAM (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 18. RESOLUTION 18 – RATIFICATION OF PRIOR ISSUE OF SHARES TO ELK POINT MINERALS UNDER LISTING RULE 7.1 To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 142,858 Shares to Elk Point Minerals (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 19. RESOLUTION 19 – RATIFICATION OF PRIOR ISSUE OF SHARES TO SECOND PLACEMENT PARTICIPANTS UNDER LISTING RULE 7.1A To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 4,700,000 Shares to Second Placement Participants on the terms and conditions set out in the Explanatory Statement.” 5626-01/3750445_2 5 20. RESOLUTION 20 – APPROVAL TO ISSUE OPTIONS TO SECOND PLACEMENT PARTICIPANTS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 2,350,000 Options to Second Placement Participants on the terms and conditions set out in the Explanatory Statement.” 21. RESOLUTION 21 – 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 Chariot Resources Ltd.” 22. RESOLUTION 22 – APPROVAL TO ISSUE OPTIONS TO SOUTHERN CROSS FINANCIAL To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 5,872,500 Options Southern Cross Financial (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 23. RESOLUTION 23 – APPROVAL TO ISSUE OPTIONS TO RAJAT DEWAN To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 801,250 Options to Rajat Dewan (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 24. RESOLUTION 24 – APPROVAL TO ISSUE OPTIONS TO AJAIB DHILLON To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 450,000 Options to Ajaib Dhillon (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement.” 25. RESOLUTION 25 – APPROVAL TO ISSUE OPTIONS TO PARADISE BAY INTERNATIONAL To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 4,000,000 Options Paradise Bay International (or their nominee(s)) on the terms and conditions set out in the Explanatory Statement.” Dated: 17 October 2025 5626-01/3750445_2 6 Voting Prohibition Statements Resolution 8 - Approval to issue Shares in lieu of Directors’ fees – Shanthar Pathmanathan 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 8 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 8 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 8 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. Resolution 9 - Approval to issue Shares in lieu of Directors’ fees – Neil Stuart 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 9 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 9 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 9 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. Resolution 10 - Approval to issue Shares in lieu of Directors’ Fees – Frederick Forni 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 10 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 10 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 10 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. 5626-01/3750445_2 7 Resolution 12 - Approval to increase maximum securities under the Company’s Employee Incentive Securities Plan A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Resolution 13 – Issue of Performance Rights to Director – Shanthar Pathmanathan 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 13 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 13 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 13 Excluded Party, the above prohibition does not apply if: (c) the proxy is the Chair; and (d) 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. Resolution 14 – Issue of Performance Rights to Director – Brendan Borg 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 14 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 14 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 14 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. Resolution 15 – Issue of Performance Rights to Director – Frederick Forni 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 15 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 15 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 15 Excluded Party, the above prohibition does not apply if: 5626-01/3750445_2 8 (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 Resolutions set out below by or on behalf of the following persons: Resolution 1 – Approval to issue Shares to Continental Continental (or its nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). Resolution 2 – Ratification of prior issue of Shares to First Placement Participants under Listing Rule 7.1 Any person who participated in the issue or an associate of that person or those persons. Resolution 3 – Ratification of prior issue of Shares to First Placement Participants under Listing Rule 7.1A Any person who participated in the issue or an associate of that person or those persons. Resolution 4 – Approval to issue Options to First Placement Participants Any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). Resolution 5 – Approval to issue Options Any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). Resolution 6 – Ratification of prior issue of Shares to Obsidian under Listing Rule 7.1 Obsidian or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. Resolution 7 – Ratification of prior issue of Shares to Max Wealthy International under Listing Rule 7.1 Max Wealthy International or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. Resolution 8 - Approval to issue Shares in lieu of Directors’ fees – Shanthar Pathmanathan Shanthar Pathmanathan (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the shares (except a benefit solely by reason of being a holder of ordinary shares in the Company) or an associate of that person or those persons. Resolution 9 - Approval to issue Shares in lieu of Directors’ fees – Neil Stuart Neil Stuart (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the shares (except a benefit solely by reason of being a holder of ordinary shares in the Company) or an associate of that person or those persons. Resolution 10 - Approval to issue Shares in lieu of Directors’ Fees – Frederick Forni Frederick Forni (or his nominee(s)) and any other person who will obtain a material benefit as a result of the issue of the shares (except a benefit solely by reason of being a holder of ordinary shares in the Company) or an associate of that person or those persons. Resolution 11 - Approval to issue Shares in lieu of Consultancy Fees - Ramesh Chakrapani Ramesh Chakrapani (or his nominee(s)) or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. Resolution 12– Approval to increase maximum securities under the Company’s Employee Incentive Securities Plan A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons. Resolution 13 – Issue of Performance Rights to Director – Shanthar Pathmanathan Shanthar Pathmanathan (or his nominee(s)) or any other 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 or an associate of that person or those persons. Resolution 14 – Issue of Performance Rights to Director – Brendan Borg Brendan Borg (or his nominee(s)) or any other 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 or an associate of that person or those persons. Resolution 15 – Issue of Performance Rights to Director – Frederick Forni Frederick Forni (or his nominee(s)) or any other 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 or an associate of that person or those persons. Resolution 17 – Approval to issue Options to GAM GAM (or its nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or 5626-01/3750445_2 9 an associate of that person (or those persons). Resolution 18 – Ratification of prior issue of Shares to ELK POINT MINERALS under Listing Rule 7.1 Elk Point Minerals (or its nominee(s)) or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. Resolution 19 – Ratification of prior issue of Shares to Second Placement Participants under Listing Rule 7.1A Any person who participated in the issue or an associate of that person or those persons. Resolution 20 – Approval to issue Options to Second Placement Participants Any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). Resolution 22– Approval to issue Options to Southern Cross Financial Southern Cross Financial (or their nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). Resolution 23 – Approval to issue Options to Rajat Dewan Rajat Dewan (or his nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). Resolution 24 – Approval to issue Options to Ajaib Dhillon Ajaib Dhillon (or his nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). Resolution 25 – Approval to issue Options to Paradise Bay International Paradise Bay International (or its nominee(s)) or any other person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons). However, this does not apply to a vote cast in favour of the Resolutions by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 5626-01/3750445_2 10 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 or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two 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 Corporatio