Notice of Annual General Meeting/Proxy Form
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Released
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Astral Resources
Suite 2, Lyall St, South Perth WA 6151
T +61 8 9382 8822
E info@astralresources.com.au astralresources.com.au | ASX: AAR
19 October 2026
Dear Shareholder
ASTRAL RESOURCES NL – NOTICE OF ANNUAL GENERAL MEETING
Astral Resources NL (ASX: AAR) (the Company) advises that its Annual General Meeting (Meeting)
will be held on Thursday 19 November 2026 at 9.30am (AWST) at Level 29, Central Park Tower, 152-
158 St Georges Terrace, Perth Western Australia.
In accordance with section 110D of the Corporations Act 2001 (Cth), the Company will not be
dispatching physical copies of the Notice of Meeting (unless a shareholder has elected to receive
documents in hard copy in accordance with the timeframe specified in section 110E(8) of the
Corporations Act 2001 (Cth)).
A copy of the Meeting materials can be viewed and downloaded online as follows:
(a) You can access the Meeting materials online at the Company’s website:
https://investorhub.astralresources.com.au/
(b) A complete copy of the Meeting materials has been posted to the Company’s ASX Market
announcements page at www.asx.com.au under the Company’s ASX code “AAR”; or
(c) If you have provided an email address and have elected to receive electronic communications
from the Company, you will receive an email to your nominated email address with a link to an
electronic copy of the Meeting materials and the voting instruction form.
A copy of your Proxy Form is enclosed for convenience.
The Company intends to hold a physical meeting. The Company will notify any changes to this by way
of an announcement on ASX and the details will also be made available on our website.
The Meeting materials are important and should be read in their entirety. If you are in doubt as to the
course of action you should follow, you should consult your stock broker, investment advisor,
accountant, solicitor or other professional adviser.
Yours sincerely
Brendon Morton
Company Secretary
ASTRAL RESOURCES NL
(ACN 009 159 077)
NOTICE OF ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at Level 29, Central
Park Tower, 152-158 St Georges Terrace, Perth, Western Australia on
Thursday, 19 November 2026 at 9:30am (AWST).
This Notice and the accompanying Explanatory Memorandum should be read in full. If Shareholders
are in doubt as to how they should vote, they should seek advice from their stockbroker, investment
advisor, accountant, solicitor or other professional adviser prior to voting.
Should you wish to discuss any matter please do not hesitate to contact the Company
Secretary by telephone on (08) 9382 8822.
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IMPORTANT INFORMATION
TIME AND PLACE OF MEETING
Notice is hereby given that the annual general meeting of shareholders of Astral Resources NL (ACN
009 159 077) (Company) will be held at Level 29, Central Park Tower, 152-158 St Georges Terrace,
Perth, Western Australia on Thursday, 19 November 2026 at 9:30am (AWST) (Meeting).
This Notice is being made available to Shareholders electronically and can be viewed and downloaded
online from the Company’s website at www.astralresources.com.au.
Instructions on how to attend the Meeting and vote are in the Explanatory Memorandum. The
Explanatory Memorandum and the Proxy Form form part of this Notice.
Terms and abbreviations used in this Notice (including the Explanatory Memorandum) are defined in
Schedule 1.
YOUR VOTE IS IMPORTANT
The business of the Meeting affects your shareholding and your vote is important.
VOTING ELIGIBILITY
The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations
Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as
Shareholders on Tuesday, 17 November 2026 at 5.00pm (AWST).
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BUSINESS OF THE MEETING
AGENDA
Annual Report
To consider the Annual Report of the Company and its controlled entities for the year ended
30 June 2026, which includes the Financial Report, the Directors' Report and the Auditor's Report.
Note: this item of ordinary business is for discussion only and is not a resolution.
Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting
to ask questions about, or make comments in relation to, each of the aforementioned reports during
consideration of these items.
1 Resolution 1 – Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding resolution
the following:
"That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all
other purposes, Shareholders approve 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:
(a) by or on behalf of a member of the Key Management Personnel or a Closely Related
Party of such member, regardless of the capacity in which the vote is cast; or
(b) 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 persons if the vote is not cast on behalf of a person who
is excluded from voting on this Resolution, and:
(a) the person is appointed as a proxy 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
Chairperson to exercise the proxy even if this Resolution is connected with the
remuneration of a member of the Key Management Personnel.
2 Resolution 2 – Re-election of Mr Mark Connelly as
Director
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
"That, pursuant to and in accordance with Article 7.3(a) and for all other purposes, Mr Mark
Connelly, Director, retires and being eligible is re-elected as a Director on the terms and
conditions in the Explanatory Memorandum."
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3 Resolution 3 – Issue of STI Shares to Mr Marc Ducler
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes,
Shareholders approve the issue of up to 477,273 Shares at a deemed issue price of $0.11 per
Share to Mr Marc Ducler (and/or his nominee(s)) in lieu of a short term incentive cash payment
of $52,500 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 Mr Marc
Ducler (and/or his nominee(s)) and any other person who will obtain a material benefit as a
result of the proposed issue of Shares (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 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 proxy or attorney to vote on this
Resolution in that way; 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.
4 Resolution 4 – Issue of Performance Rights to Mr
Marc Ducler under the Employee Incentive Plan
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
"That, pursuant to and in accordance with Listing Rule 10.14 and Part 2D.2 of the Corporations
Act (including sections 200B and 200E of the Corporations Act) and for all other purposes,
Shareholders approve the issue of up to 3,418,182 Performance Rights to Mr Marc Ducler
(and/or his nominee(s)) under the Employee Incentive Plan on terms and conditions in the
Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of a
person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in
the Employee Incentive Plan or an associate of that person (or those persons).
The Company will also disregard any votes cast in favour of this Resolution by or on behalf of
an officer of the Company (and/or their nominee(s)) or any of their child entities (as defined in
the Listing Rules) who are entitled to participate in a termination benefit or an associate of that
person (or those persons).
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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 proxy or attorney to vote on this
Resolution in that way; 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.
Voting Prohibition
A vote on this Resolution must not be cast (in any capacity) by or on behalf of Mr Marc Ducler
or any of his associates.
However, 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 cast by the Chairperson as proxy for a person who is entitled to vote, in accordance
with a direction given to the proxy or attorney to vote on this Resolution in that way.
In accordance with section 250BD of the Corporations, 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:
(a) the person is appointed as a proxy and the appointment specifies how the proxy is to
vote; or
(a) the person appointed as proxy is the Chairperson and the appointment does not specify
how the Chairperson is to vote but expressly authorises the Chairperson to exercise
the proxy even if the Resolution is connected with the remuneration of a member of the
Key Management Personnel.
5 Resolution 5 – Ratification of Consideration Shares
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 of 20,000,000 Consideration Shares at an issue
price of $0.15 per Share to Estrella Resources Limited pursuant to the SPA, on the terms and
conditions in the Explanatory Memorandum."
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Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of Estrella
Resources Limited 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;
(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.
6 Resolution 6 – Approval of 10% Placement Facility
To consider and, if thought fit, to pass with or without amendment, as a special resolution
the following:
"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes,
Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the
Company (at the time of the issue) calculated in accordance with the formula prescribed in
Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."
Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of a
person (and/or their nominee(s)) who is expected to participate in the proposed issue 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 any associates of those persons.
However, this does not apply to a vote cast in favour of a 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 proxy or attorney to vote on this
Resolution in that way; 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
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(ii) the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Note: As at the date of this Notice, it is not known who may participate in any issue of Equity
Securities under Resolution 6 (if passed) and the Company has not approached any
Shareholder or identified a class of existing Shareholders to participate in any issue of Equity
Securities. Accordingly, no Shareholders are excluded from voting on Resolution 6.
Dated: 13 October 2026
By order of the Board
Brendon Morton
Company Secretary
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ASTRAL RESOURCES NL
ACN 009 159 077
EXPLANATORY MEMORANDUM
1 Introduction
This Explanatory Memorandum has been prepared for the information of Shareholders in
connection with the business to be conducted at the Meeting. It should be read in conjunction
with, and forms part of, the Notice.
This Explanatory Memorandum includes the following information to assist Shareholders in
deciding how to vote on the Resolutions:
Section 2 Action to be taken by Shareholders
Section 3 Annual Report
Section 4 Resolution 1 – Remuneration Report
Section 5 Resolution 2 – Re-election of Mr Mark Connelly as Director
Section 6 Resolution 3 – Issue of STI Shares to Mr Marc Ducler
Section 7 Resolution 4 – Issue of Performance Rights to Mr Marc Ducler under the
Employee Incentive Plan
Section 8 Resolution 5 – Ratification of Consideration Shares
Section 9 Resolution 6 – Approval of 10% Placement Facility
Schedule 1 Definitions and Interpretation
Schedule 2 Summary of Employee Incentive Plan
Schedule 3 Terms and Conditions of Performance Rights
Schedule 4 Peer Group
A Proxy Form is located at the end of this Explanatory Memorandum.
2 Action to be taken by Shareholders
Shareholders should read this Notice (including this Explanatory Memorandum) carefully before
deciding how to vote on the Resolutions.
2.1 Proxies
A Proxy Form is attached to this Notice. This is to be used by Shareholders if they wish to
appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and
encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the
Proxy Form to the Company in accordance with the instructions set out in the Proxy Form.
Returning the Proxy Form to the Company will not preclude a Shareholder from attending or
(subject to the voting exclusions set out in this Notice) voting at the Meeting in person.
Please note that:
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(a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a Shareholder; and
(c) a Shareholder entitled to cast two or more votes may appoint two proxies and may
specify the proportion or number of votes each proxy is appointed to exercise. Where
the proportion or number is not specified, each proxy may exercise half of the votes.
To vote by proxy:
(a) please load the Proxy Form online at https://investor.automic.com.au/#/loginsh by
following the instructions below:
Login to the Automic website using the holding details as shown as the Proxy Form.
Click on ‘Meetings – Vote’. To use the online lodgement 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; or
(b) 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.
Proxy Forms must be received by the Company no later than 9:30am (AWST) on Tuesday, 17
November 2026 being at least 48 hours before the Meeting. The Proxy Form provides further
details on appointing proxies and lodging Proxy Forms.
2.2 Attendance at the Meeting
The Company encourages all Shareholders to vote by directed proxy. Proxy forms for the
meeting should be lodged before 9:30am (AWST) on Tuesday, 17 November 2026.
Shareholders are encouraged to submit any questions in advance of the Meeting by emailing
the questions to meetings@astralresources.com.au by no later than 9:30am (AWST) on
Thursday, 12 November 2026 (being, five (5) business days before the date of the Meeting).
If the above arrangements with respect to the Meeting change, Shareholders will be updated
via the ASX Market Announcements Platform and on the Company’s website at
www.astralresources.com.au.
3 Annual Report
In accordance with section 317(1) of the Corporations Act, the Annual Report must be laid
before the annual general meeting. There is no requirement for Shareholders to approve the
Annual Report.
At the Meeting, Shareholders will be offered the opportunity to:
(a) discuss the Annual Report which is available online at www.astralresources.com.au;
(b) ask questions about, or comment on, the management of the Company; and
(c) ask the auditor questions about the conduct of the audit and the preparation and
content of the Auditor's Report.
In addition to taking questions at the Meeting, written questions to the Chairperson about the
management of the Company, or to the Company's auditor about:
(a) the preparation and the content of the Auditor's Report;
(b) the conduct of the audit;
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(c) accounting policies of the Company in relation to the preparation of the financial
statements; and
(d) the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than five (5) business days before the Meeting to the Company
Secretary at the Company's registered office.
4 Resolution 1 – Remuneration Report
In accordance with section 250R(2) of the Corporations Act, the Company must put the
Remuneration Report to the vote of Shareholders. The Directors' Report contains the
Remuneration Report which sets out the remuneration policy for the Company and the
remuneration arrangements in place for the executive Directors, specified executives and
non-executive Directors.
In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and
does not bind the Directors or the Company. If Resolution 1 is not passed, the Directors will not
be required to alter any of the arrangements in the Remuneration Report.
Where the resolutions on the Remuneration Report receive a 'no' vote of 25% or more (Strike)
at two consecutive annual general meetings, the Company will be required to put to
Shareholders at the second annual general meeting a resolution on whether another meeting
should be held (within 90 days) at which all Directors (other than the Managing Director) who
were in office at the date of approval of the applicable Directors' Report must stand for
re-election.
The Remuneration Report did not receive a Strike at the 2025 annual general meeting.
However, if the Remuneration Report receives a Strike at this Meeting and if a second Strike is
received at the 2027 annual general meeting, the Company will be required to put to
Shareholders at the 2027 annual general meeting a resolution on whether another meeting
should be held (within 90 days) at which all Directors (other than the Managing Director) who
were in office at the date of approval of the applicable Directors' Report must stand for
re-election.
The Chairperson will allow reasonable opportunity for Shareholders to ask questions about or
comment on the Remuneration Report.
The Chairperson intends to exercise all available proxies in favour of Resolution 1.
If the Chairperson is appointed as your proxy and you have not specified the way the
Chairperson is to vote on Resolution 1, by signing and returning the Proxy Form, you are
considered to have provided the Chairperson with an express authorisation for the Chairperson
to vote the proxy in accordance with the Chairperson's intention, even though the Resolution is
connected directly or indirectly with the remuneration of a member of the Key Management
Personnel.
5 Resolution 2 – Re-election of Mr Mark Connelly as
Director
5.1 General
Article 7.3(a) provides that no Director may hold office without re-election past the third annual
general meeting following the director's appointment or 3 years, whichever is longer.
Resolution 2 provides that Mr Mark Connelly retires by rotation and seeks re-election as a
Director.
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Mr Connelly was last re-elected at a general meeting of Company's shareholders held on 20
May 2024.
Mr Connelly is an internationally experienced financial and commercial executive, with
extensive resource industry experience where he held positions of Chief Executive Officer and
Managing Director. He has experience with several multinational companies across many
jurisdictions including Australia, North America, South America, Africa and Europe.
Mr Connelly has a track record for deal making and was principally responsible for the merger
of Papillon Resources and B2 Gold Corp in October 2014 (transaction value USD$570M), as
well as the key person responsible for Adamus Resources Limited and Endeavour Mining
Merger in September 2011 (transaction value of USD$597M).
Resolution 2 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour of Resolution 2.
5.2 Board Recommendation
The Board (excluding Mr Mark Connelly) supports the re-election of Mr Connelly as a Director
and recommends that Shareholders vote in favour of Resolution 2.
6 Resolution 3 – Issue of STI Shares to Mr Marc Ducler
6.1 General
Resolution 3 seeks Shareholder approval pursuant to Listing Rule 10.11 for the issue of up to
477,273 Shares (STI Shares) to Mr Marc Ducler (and/or his nominee(s)) in lieu of a cash
payment of $52,500 as part of Mr Ducler's short-term incentive remuneration for the 2026
Financial Year.
For the 2026 Financial Year, Mr Ducler was entitled to a short term incentive payment of
$52,500 in accordance with the Short-Term Incentive Plan (STIP) adopted by the Company
during the 2026 Financial Year. In lieu of cash payment of $52,500, the Board seeks
Shareholder approval for the issue of 477,273 Shares to Mr Ducler (and/or his nominee(s)) with
a maximum value of $52,500. The deemed issue price of $0.11 per Share is calculated based
on the last traded share price on 30 June 2026.
The Board considers that the grant of the STI Shares to Mr Ducler in lieu of a cash payment is
an appropriate and cost-effective way for the Company to preserve its existing cash reserves
and incentivise Mr Ducler to ensure that the Company achieves its key strategic goals and
targets.
Any payment of short-term incentives is at the Board's absolute discretion.
Resolution 3 is an ordinary resolution.
The Chairperson intends to exercise all available proxies in favour of Resolution 3.
6.2 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:
(a) a related party;
(b) a person who is, or was at any time in the six months before the issue or agreement, a
substantial (30%+) holder in the company;
(c) a person who is, or was at any time in the six months before the issue or agreement, a
substantial (10%+) holder in the company and who has nominated a director to the
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board of the company pursuant to a relevant agreement which gives them a right or
exception to do so;
(d) an associate of a person referred to in (a) to (c); or
(e) a person whose relationship with the company or a person referred to in (a) to (d) is
such that, in ASX's opinion, the issue or agreement should be approved by its
shareholders,
unless it obtains shareholder approval.
The issue of STI Shares to Mr Ducler (and/or his nominee(s)) falls within Listing Rule 10.11.1
as Mr Ducler is a related party of the Company by virtue of being a Director and does not fall
within any of the exceptions in Listing Rule 10.12. Therefore, the issue of STI Shares to Mr
Ducler (and/or his nominee(s)) requires Shareholder approval under Listing Rule 10.11.
If Shareholder approval is obtained under Listing Rule 10.11, Shareholder approval is not
required under Listing Rule 7.1. Pursuant to Listing Rule 7.2, exception 14, the effect of passing
Resolution 3 will be to allow the Company to issue the STI Shares to Mr Ducler (and/or his
nominee(s)) without using the Company's 15% Placement Capacity.
If Resolution 3 is not passed, the Company will not issue the STI Shares to Mr Ducler (and/or
his nominee(s)) in lieu of cash payment of Mr Ducler's short-term incentive award under the
STIP and will be required to settle the outstanding balance of the short-term incentive award
owed to Mr Ducler in cash.
6.3 Specific information required by Listing Rule 10.13
The following information is provided to Shareholders for the purposes of Listing Rule 10.13:
(a) the STI Shares will be granted to Mr Ducler, Managing Director, and/or his nominee(s);
(b) Mr Ducler falls within Listing Rule 10.11.1 as he is a Director and therefore is a related
party of the Company. In addition, any party nominated by Mr Ducler would be expected
to fall within the category in Listing Rule 10.11.4 as an associate of Mr Ducler;
(c) the maximum number of STI Shares to be granted to Mr Ducler (and/or his nominee(s))
is 477,273 Shares. The maximum value of STI Shares to be granted to Mr Ducler
(and/or his nominee(s)) is $52,500 based on the issue price detailed in Section 6.3(d)
below;
(d) the deemed issue price of the STI Shares is $0.11 per Share, calculated based on the
last traded price of Shares on 30 June 2026;
(e) the STI Shares are fully paid ordinary shares and rank equally in all respects with the
existing Shares on issue;
(f) the Company will grant the STI Shares no later than one (1) month after the date of the
Meeting;
(g) the STI Shares will be issued to Mr Ducler for nil consideration and no funds will be
raised from the issue of the STI Shares as the STI Shares are being issued to Mr Ducler
(and/or his nominee(s)) in lieu of cash payment of the short-term incentive award for
the 2026 Financial Year;
(h) the current remuneration package of Mr Ducler consists of fixed remuneration of
$350,000 per annum plus applicable superannuation;
(i) the grant of the STI Shares is made in accordance with the Company's STIP and as
part of the annual review of remuneration arrangements for Mr Ducler; and
(j) a voting exclusion statement for Resolution 3 is included in the Notice.
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6.4 Board recommendation
The Board (excluding Mr Ducler) recommends that Shareholders vote in favour of Resolution
3.
7 Resolution 4 – Issue of Performance Rights to Mr
Marc Ducler under the Employee Incentive Plan
7.1 General
Resolution 4 seeks Shareholder approval in accordance with Listing Rule 10.14 for the grant of
up to 3,418,182 Performance Rights to Mr Marc Ducler (and/or his nominee(s)) under the
Employee Incentive Plan.
In the Company's present circumstances, the Board considers that the grant of these
Performance Rights is an appropriate and cost-effective way for the Company to incentivise Mr
Ducler to ensure that the Company achieves its key strategic goals and targets.
The Company has set the performance criteria for these Performance Rights to ensure that
they only vest upon achievement of the performance criteria that will drive the long-term value
of the Company's securities. The Performance Rights to be granted to Mr Ducler (and/or his
nominee(s)) will be subject to the following performance/vesting condit
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