Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
All Registry communications to:
Automic Group
GPO Box 5193
Sydney NSW 2001
Telephone (free call within Australia): 1300 288 664
ASX/AIM Code: CLA
Email: hello@automicgroup.com.au
23 October 2026
Upcoming Annual General Meeting of Shareholders
Dear Shareholder,
Celsius Resources limited ACN 009 162 949 (ASX/AIM: CLA or “the Company”), advises the 2026 Annual General Meeting will be
held virtually and in person at Suite 9, 110 Hay Street Subiaco WA 6008 on Thursday, 26 November 2026 at 4:00pm AWST
(Meeting).
Notice of Meeting
The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and
downloaded by shareholders of the Company (Shareholders) from the Company’s website at
https://celsiusresources.com/announcements or the Company's ASX market announcements platform at www.asx.com.au
(ASX: CLA).
In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021
Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have
already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy.
Voting by Proxy
For further information on the online proxy lodgment process, or if you require a hard copy Proxy Form, please contact the
Company’s Share Registry, Automic Registry Services (Automic), at hello@automicgroup.com.au or via phone on 1300 288 664
(within Australia) or +61 2 9698 5414 (overseas).
Shareholder queries in relation to the Meeting
Shareholders can contact the Company Secretary with any questions prior to the meeting via email at
info@celsiusresources.com.au.
Copies of all meeting related material including the Notice and the Company’s Annual Report are available to download from the
Company’s website and the Company's ASX market announcements platform. In the event it is necessary or appropriate for the
Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the
Company’s website.
Authorised for ASX release by Managing Director, Bardin Davis.
Online
scan the QR code
below using your
smartphone
Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the
instructions:
1. Login to the Automic website using the holding details as shown on your holding statement.
2. 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 at the top of your holding
statement.
Celsius Resources Limited
ACN 009 162 949
Notice of Annual General Meeting
The Annual General Meeting of the Company will be held as follows:
Time and date: 4:00pm (AWST) on Thursday, 26 November 2026
In-person: Suite 9, 110 Hay Street Subiaco WA 6008
Virtually: via Microsoft Teams
The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt
as to how to vote, they should seek advice from their suitably qualified advisor prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the
Company Secretary by telephone on +61 (8) 9388 8290
Shareholders are urged to vote by lodging the Proxy Form
Page 2
Celsius Resources Limited
ACN 009 162 949
(Company)
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of Shareholders of Celsius Resources Limited
(Company) will be held at Suite 9, 110 Hay Street Subiaco WA 6008 on Thursday, 26 November 2026 at
4:00pm (AWST) (Meeting).
The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The
Explanatory Memorandum and the Proxy Form form part of the Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that
the persons eligible to vote at the Meeting are those who are registered as Shareholders on Tuesday, 24
November 2026 at 4:00pm (AWST).
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
1 Annual Report
To consider the Annual Report of the Company and its controlled entities for the financial year ended
30 June 2026, which includes the Financial Report, the Directors' Report and the Auditor's Report.
Note: There is no requirement for Shareholders to approve the Annual Report.
2 Resolutions
Resolution 1 – Remuneration Report
To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution
the following:
'That, the Remuneration Report be adopted by Shareholders, on the terms and conditions in the
Explanatory Memorandum.'
Note: A vote on this Resolution is advisory only and does not bind the Directors or the Company.
Resolution 2 – Spill Resolution
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
'That, in accordance with section 250V(1) of the Corporations Act and for all other purposes,
Shareholders approve the following:
(a) the Company holding another meeting of Shareholders within 90 days of this Meeting (Spill
Meeting);
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(b) all Vacating Directors cease to hold office immediately before the end of the Spill Meeting; and
(c) resolutions to appoint persons to offices that will be vacated pursuant to Resolution 2(b) being
put to the vote at the Spill Meeting,
on the terms and conditions in the Explanatory Memorandum.'
Note: If less than 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report,
the Chair will withdraw this Resolution.
Resolution 3 – Election of Director – Mr George Bujtor
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, the
following:
‘That, for the purposes of clause 15.4 of the Constitution, Listing Rule 14.4 and for all other purposes,
Mr George Bujtor, a Director who was appointed as a Director by the Board on 14 July 2026, retires
and, being eligible and offering himself for election, is elected as a Director, on the terms and conditions
in the Explanatory Memorandum.’
Resolution 4 – Re-election of Director – Mr Paul Dudley
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution, the
following:
‘That, Mr Paul Dudley, who retires in accordance with clause 15.2 of the Constitution, Listing Rule 14.4
and for all other purposes, retires and, being eligible and offering himself for re-election, is re-elected
as a Director, on the terms and conditions in the Explanatory Memorandum.’
Resolution 5 – 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 totalling 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 on the
terms and conditions in the Explanatory Memorandum.'
Resolution 6 – Approval of change of Auditor
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the
following:
'That, for the purposes of section 327B(1)(b) of the Corporations Act and for all other purposes, Grant
Thornton Audit Pty Ltd, having been nominated by a Shareholder and having consented in writing to
act as auditor of the Company, be appointed as auditor of the Company with effect from the conclusion
of this Meeting, on the terms and conditions in the Explanatory Memorandum.’
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Resolution 7 – Approval to issue Director ZEPOs
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 for all other purposes, Shareholders
approve the issue of up to 19,000,000 Director ZEPOs to Mr George Bujtor (or his nominee/s) under
the Plan, on the terms and conditions in the Explanatory Memorandum.’
3 Voting prohibitions
Resolution 1: In accordance with sections 250BD and 250R of the Corporations Act, a vote on this
Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management
Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related
Party of such a member.
A vote may be cast by such person 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 by writing that specifies the way the proxy is to vote on this
Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the
proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy
even if this Resolution is connected with the remuneration of a member of the Key Management
Personnel.
Resolution 2: In accordance with sections 250BD, 250R and 250V of the Corporations Act, a vote on
this Resolution must not be cast (in any capacity) by or on behalf of a member of the Key Management
Personnel details of whose remuneration are included in the Remuneration Report, or a Closely Related
Party of such a member.
A vote may be cast by such person 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 by writing that specifies the way the proxy is to vote on this
Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the
proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy
even if this Resolution is connected with the remuneration of a member of the Key Management
Personnel.
Resolution 7: 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 a member of the Key Management Personnel or a Closely Related Party of
such 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
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(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.
4 Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
(a) Resolution 5: if at the time of the Meeting, the Company is proposing to make an issue of
Equity Securities under Listing Rule 7.1A.2, by or on behalf of any persons who are 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 Shareholder), or any of their respective associates; and
(b) Resolution 7: by or on behalf of Mr George Bujtor (or his nominee/s), and any other person
referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Plan,
or any of their respective associates.
The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote, in accordance with directions
given to the proxy or attorney to vote on the Resolution in that way;
(b) the Chair as proxy or attorney for a person who is entitled to vote, 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.
BY ORDER OF THE BOARD
Ian Hobson
Company Secretary
Celsius Resources Limited
Dated: 23 October 2026
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Celsius Resources Limited
ACN 009 162 949
(Company)
Explanatory Memorandum
1. Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in
connection with the business to be conducted at the Meeting to be held at Suite 9, 110 Hay
Street Subiaco WA 6008 on Thursday, 26 November 2026 at 4:00pm (AWST) (Meeting).
The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The
Explanatory Memorandum contains the terms and conditions on which the Resolutions will be
voted.
The 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 – Spill Resolution
Section 6 Resolution 3 – Election of Director – Mr George Bujtor
Section 7 Resolution 4 – Re-election of Director – Mr Paul Dudley
Section 8 Resolution 5 – Approval of 10% Placement Facility
Section 9 Resolution 6 – Approval of change of Auditor
Section 10 Resolution 7 – Approval to issue Director ZEPOs
Schedule 1 Definitions
Schedule 2 Nomination of Auditor
Schedule 3 Terms and conditions of Director ZEPOs
Schedule 4 Summary of material terms of the Plan
Schedule 5 Valuation of Director ZEPOs
A Proxy Form is made available with the Explanatory Memorandum.
Page 7
2. Action to be taken by Shareholders
Shareholders should read the Notice, including the Explanatory Memorandum, carefully before
deciding how to vote on the Resolutions.
2.1 Voting in person
To vote in person, attend the Meeting on the date and at the place set out above.
2.2 Attending the Meeting virtually
The Meeting will be virtually accessible to all Shareholders, and will allow Shareholders, as a
whole, a reasonable opportunity to participate without being physically present at the Meeting.
The technology used to hold the Meeting will be reasonable and, Shareholders entitled to attend
and vote at the Meeting, will be able to:
(a) view the Meeting live;
(b) exercise a right, orally and in writing, to ask questions and make comments; and
(c) cast votes in real time on a poll during the Meeting.
Shareholders who wish to attend the Meeting virtually must first register their attendance with
the Company by no later than 4:00pm (AWST) on 25 November 2026 the day prior to the day
of the Meeting, by email to the Company Secretary at ian.hobson@celsiusresources.com.au
including the Shareholder’s name, address and HIN or SRN. The Company will then email the
Shareholder the details to participate in the virtual Meeting via Teams (a web-based meeting
portal).
2.3 Voting by poll
All votes taken at the Meeting will be conducted by way of a poll, taken both physically at the
Meeting and electronically. Shareholders who wish to vote by poll during the virtual Meeting
must first notify the Company of their intention by emailing the Company Secretary at
ian.hobson@celsiusresources.com.au, by no later than 4:00pm (AWST) on 25 November 2026,
the day prior to the Meeting.
Shareholders will be able to submit their email poll votes immediately after the Chair calls for a
vote on each Resolution and up to a period of one hour after the Meeting ends. This means
that the outcome of each Resolution will not be able to be determined until after the conclusion
of the Meeting to allow the Company Secretary sufficient time to count such poll votes submitted
by email.
2.4 Voting by a corporation
A Shareholder that is a corporation may appoint an individual to act as its representative and
vote at the Meeting. The appointment must comply with the requirements of section 250D of the
Corporations Act. The representative should bring to the Meeting evidence of his or her
appointment, including any authority under which it is signed.
2.5 Voting by proxy
A Proxy Form is made available with 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 or virtually, sign and
return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement
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of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in
person or virtually.
Please note that:
(a) a member of the Company entitled to attend and vote at the Meeting is entitled to
appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company 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,
but where the proportion or number is not specified, each proxy may exercise half of
the votes.
The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify
the way the proxy is to vote on a particular resolution and, if it does:
(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must
vote that way (i.e. as directed);
(b) if the proxy has 2 or more appointments that specify different ways to vote on the
resolution – the proxy must not vote on a show of hands;
(c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy
must vote on a poll, and must vote that way (i.e. as directed); and
(d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does
so, the proxy must vote that way (i.e. as directed).
Section 250BC of the Corporations Act provides that, if:
(a) an appointment of a proxy specifies the way the proxy is to vote on a particular
resolution at a meeting of the Company's members;
(b) the appointed proxy is not the chair of the meeting;
(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA
on the resolution; and
(d) either the proxy is not recorded as attending the meeting or the proxy does not vote on
the resolution,
the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed
as the proxy for the purposes of voting on the resolution at the meeting.
Your proxy voting instruction must be received by 4:00pm (AWST) on Tuesday, 24 November
2026 being not later than 48 hours before the commencement of the Meeting.
2.6 Chair's voting intentions
The Chair intends to exercise all available proxies in favour of all Resolutions, unless the
Shareholder has expressly indicated a different voting intention.
If the Chair is your proxy, either by appointment or by default, and you have not indicated your
voting intention, you expressly authorise the Chair to exercise the proxy in respect of Resolution
1 and Resolution 2 (inclusive) even though these Resolutions are connected directly or indirectly
with the remuneration of the Company’s Key Management Personnel.
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In exceptional circumstances, the Chair of the Meeting may change their voting intention on any
Resolution, in which case an ASX announcement will be made.
2.7 Submitting questions
Shareholders are encouraged to submit any questions that they may wish to put to the Company
during the Meeting in writing by email to the Company Secretary at
ian.hobson@celsiusresources.com.au, by no later than 4:00pm (AWST) on 25 November 2026,
the day prior to the Meeting.
Shareholders will also be able to ask questions during the Meeting using the web-based
meeting portal, and Shareholders will be required to give their names when asking a question.
2.8 Depositary Interest holders
(a) Persons entitled to vote
The Form of Instruction (accompanying this Notice of Meeting) must be signed by the
depositary interest holder or an attorney duly authorised in writing and deposited at the
office of the Depositary, Computershare Investor Services PLC, located at The
Pavilions, Bridgewater Road, Bristol BS99 6ZY by 4:00PM (UK Time) on 20th November
2026. Any Form of Instruction received after that time will not be valid for the Meeting.
(b) CREST Voting
Holders of Depositary Interests in CREST may transmit voting instructions by utilising
the CREST voting service in accordance with the procedures described in the CREST
Manual. CREST personal members or other CREST sponsored members, and those
CREST members who have appointed a voting service provider, should refer to their
CREST sponsor or voting service provider, who will be able to take appropriate action
on their behalf.
In order for instructions made using the CREST voting service to be valid, the
appropriate CREST message (a “CREST Voting Instruction”) must be properly
authenticated in accordance with Euroclear’s specifications and must contain the
information required for such instructions, as described in the CREST Manual (available
via www.euroclear.com).
To be effective, the CREST Voting Instruction must be transmitted so as to be received
by the Company’s agent (3RA50) no later than 4:00PM (UK Time) on 20th November
2026. For this purpose, the time of receipt will be taken to be the time (as determined
by the timestamp applied to the CREST Voting Instruction by the CREST applications
host) from which the Company’s agent is able to retrieve the CREST Voting Instruction
by enquiry to CREST in the manner prescribed by CREST.
Holders of Depositary Interests in CREST and, where applicable, their CREST
sponsors or voting service providers should note that Euroclear does not make
available special procedures in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation to the transmission of CREST
Voting Instructions. It is the responsibility of the Depositary Interest holder concerned
to take (or, if the Depositary Interest holder is a CREST personal member or sponsored
member or has appointed a voting service provider, to procure that the CREST sponsor
or voting service provider takes) such action as shall be necessary to ensure that a
CREST Voting Instruction is transmitted by means of the CREST voting service by any
particular time. In this connection, Depositary Interest holders and, where applicable,
their CREST sponsors or voting service providers are referred, in particular, to those
sections of the CREST Manual concerning practical limitations of the CREST system
and timings.
Page 10
(c) Attending Meeting
Should the depositary interest holder, or a representative of that holder wish to attend
the Meeting as a guest, they must notify the Depositary in writing or email at
UKALLDITeam2@computershare.co.uk by on 20th November 2026 at 4:00PM (UK
Time).
2.9 Enquiries
Shareholders are requested to contact the Company Secretary on +61 8 9388 8290 if they have
any queries in respect of the matters set out in this Notice or the Explanatory Memorandum.
3. Annual Report
In accordance with section 317 of the Corporations Act, Shareholders will be offered the
opportunity to discuss the Annual Report, including the Financial Report, the Directors' Report
and the Auditor's Report for the financial year ended 30 June 2026.
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 https://celsiusresources.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 Chair about the
management of the Company, or to the Company's auditor about:
(a) the preparation and content of the Auditor's Report;
(b) the conduct of the audit;
(c) accounting policies adopted by 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 business days before the Meeting to the Company Secretary
at the Company's registered office.
The Company will not provide a hard copy of the Company’s Annual Report to Shareholders
unless specifically requested to do so.
4. Resolution 1 – Remuneration Report
4.1 General
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 for the year ended 30
June 2026 in the 2026 Annual Report contains the Remuneration Report which sets out the
remuneration policy for the Company and the remuneration arrangements in place for the
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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. If Resolution 1 is not passed, the Directors will not be required to
alter any of the arrangements in the Remuneration Report.
If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) at two
consecutive annual general meetings, Shareholders will have the opportunity to remove the
whole Board, except the managing director (if any).
Where a resolution on the Remuneration Report receives a 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, if any) who were in office at the date of
approval of the applicable Directors' Report must stand for re-election.
The Company's Remuneration Report received a Strike at the 2025 annual general meeting. If
the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that
this may result in the re-election of the Board (excluding the Managing Director) pursuant to
Resolution 2.
The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make
comments on the Remuneration Report.
4.2 Additional information
Resolution 1 is an ordinary resolution.
Given the personal interests of all Directors in the outcome of this Resolution, the Board declines
to make a recommendation to Shareholders regarding this Resolution.
5. Resolution 2 – Spill Resolution
5.1 General
If less than 25% of the votes cast on Resolution 1 are voted against adoption of the
Remuneration Report, the Chair will withdraw this Resolution. Section 250V(1) of the
Corporations Act requires Resolution 2 to be put to vote as set out in Section 4.1.
If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must
convene a Spill Meeting within 90 days of this Meeting. All of the Directors who were in office
when the relevant Directors’ Report was approved, other than the Managing Director, cease to
hold office immediately before the end of the Spill Meeting. Resolutions to appoint persons to
offices that will be vacated immediately before the end of the Spill Meeting will be put to the vote
at the Spill Meeting.
Shareholders should be aware that the convening of a spill meeting will result in the Company
incurring material additional expense in conducting a meeting (including legal, printing, mail out
and registry costs) as well as potential disruption to its focus on core business operations as a
result of management distraction, the time involved in organising such a meeting and the
diversion of resources.
Moreover, Shareholders should note that there are no voting exclusions applicable to
resolutions appointing Directors at any subsequent meeting of Shareholders. This would mean
there is no barrier to the existing major Shareholders of the Company exercising their voting
Page 12
rights to reappoint the existing Directors of the Company without any changes to the composition
of the Board.
In the Board’s view it would be inappropriate to remove all of the non-executive Directors in the
circumstances. However, the Board recognises that Shareholders can remove a Director by a
majority Shareholder vote at any time for any reason.
As a public company is required to have a minimum of three directors, the Corporations Act
includes a mechanism to ensure that the Company will have at least three directors (including
the Managing Director) after the Spill Meeting. If at the Spill Meeting, three Directors are not
appointed by ordinary resolution, the persons taken to be appointed are those with the highest
percentage of votes favouring their appointment cast at the Spill Meeting on the Resolution for
their appointment (even if less than half the votes cast on the Resolution were in favour of their
appointment).
5.2 Additional information
Resolution 2 is an ordinary resolution.
Managing Director Mr Bardin Davis being the only Director without an interest in the outcome of
this Resolution recommends that Shareholders vote AGAINST this Resolution 2.
6. Resolution 3 – Election of Director – Mr George Bujtor
6.1 General
Clause 15.4 of the Constitution provides that the Directors may at any time appoint any person
to be a Director, either to fill a casual vacancy or as an addition to the existing Directors.
Clause 15.4 and Listing Rule 14.4 both require that a Director appointed as a casual vacancy
or as an addition to the existing Board must not hold office without re-election past the next
annual general meeting of the Company following the Director’s appointment and is eligible for
re-election at the annual general meeting.
Mr George Bujtor was appointed by the Board as a Director on 14 July 2026. Accordingly, Mr
Bujtor retires at this Meeting and, being eligible
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