Announcement PDF BPH GLOBAL LTD ACN 009 104 330 Level 5, 126 Phillip Street, Sydney NSW 2000, Australia 20 October 2023 No�ce of Annual General Mee�ng and Proxy Form BPH Global Ltd (ASX: BP8) (“Company”) advises that an Annual General Mee�ng of Shareholders will be held at 4:00pm (AEDT) on Tuesday, 21 November 2023 at Automic offices at Suite 5, Level 12, 530 Collins Street, Melbourne VIC 3000 (Mee�ng). In accordance with Lis�ng Rule 3.17, atached are the following documents: • Leter to Shareholders; • No�ce of Annual General Mee�ng; and • Proxy Form. - END Authorised for lodgement by the Board of the Company For further informa�on, please visit our website at htps://bphglobal.com.au/ or contact: Elizabeth Spooner – Joint Company Secretary +61 2 8072 1400 Automic Registry Services Ph: 1300 288 664 (callers within Australia) or +61 2 9698 5414 (callers outside of Australia) Email: hello@automicgroup.com.au Website: htps://investor.automic.com.au/ BPH GLOBAL LTD ACN 009 104 330 Level 5, 126 Phillip Street, Sydney NSW 2000, Australia 20 October 2023 Dear Shareholder, Annual General Mee�ng – Leter to Shareholders BPH Global Ltd (ASX: BP8) (“Company”) advises that an Annual General Mee�ng of Shareholders will be held at 4:00pm (AEDT) on Tuesday, 21 November 2023 at Automic offices at Suite 5, Level 12, 530 Collins Street, Melbourne VIC 3000 (Mee�ng). In accordance with Part 1.2AA of the Corporations Act 2001, the Company will only be dispatching physical copies of the No�ce of Mee�ng (No�ce) to Shareholders who have elected to receive the No�ce in physical form. For further informa�on on your right to elect to receive documents from the Company electronically or physically, please refer to the Company’s website at htps://bphglobal.com.au/. The No�ce is being made available to Shareholders electronically and can be viewed and downloaded online at the following link: htps://bphglobal.com.au/. Alterna�vely, the No�ce will also be available on the Company’s ASX market announcements page (ASX: BP8). This No�ce is given based on circumstances as at the date of this leter. Should circumstances change, the Company will make an announcement on the ASX market announcements pla�orm and on the Company’s website at htps://bphglobal.com.au/. Shareholders are urged to monitor the ASX announcements pla�orm and the Company’s website. Shareholders are encouraged to submit ques�ons in advance of the Mee�ng to the Company. Ques�ons must be submited in wri�ng to the Joint Company Secretaries at mee�ngs@automicgroup.com.au at least 48 hours before the AGM. Your vote is important The business of the Mee�ng affects your shareholding and your vote is important. To vote in person, atend the Mee�ng on the date and at the place set out above. All resolu�ons will be decided on a poll. The poll will be conducted based on votes submited by proxy and at the Mee�ng. Shareholders are strongly encouraged to complete and submit their vote by proxy by using one of the following methods: Online By post By hand By email Lodge the Proxy Form online at htps://investor.automic.com.au/#/loginsah by following the instruc�ons: Log into the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Mee�ngs’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Iden�fica�on Number (HIN)) as shown on the front of the Proxy Form. Comple�ng the enclosed Proxy Form and pos�ng it to: Automic, GPO Box 5193, Sydney NSW 2001 Comple�ng the enclosed Proxy Form and delivering it by hand to: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 Comple�ng the enclosed Proxy Form and emailing it to: mee�ngs@automicgroup.com.au Your Proxy instruc�on must be received not later than 48 hours before the commencement of the Mee�ng. Proxy Forms received later than this �me will be invalid. The Chair intends to vote all open proxies in favour of all resolu�ons, where permited. This leter has been authorised for release by the Board. Yours Faithfully, Elizabeth Spooner Joint Company Secretary For further informa�on, please visit our website at htps://bphglobal.com.au/ or contact: Elizabeth Spooner – Joint Company Secretary +61 2 8072 1400 Automic Registry Services Ph: 1300 288 664 (callers within Australia) or +61 2 9698 5414 (callers outside of Australia) Email: hello@automicgroup.com.au Website: htps://investor.automic.com.au/ BPH Global Ltd https://bphglobal.com.au/ Level 5, 126 Phillip Street Sydney NSW 2000 ACN: 009 104 330 BPH Global Ltd Notice of 2023 Annual General Meeting Explanatory Statement | Proxy Form Tuesday, 21 November 2023 4:00pm AEDT Address Automic offices at Suite 5, Level 12, 530 Collins Street Melbourne VIC 3000 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. Contents Venue and Voting Information 2 Notice of Annual General Meeting – Agenda and Resolutions 3 Notice of Annual General Meeting – Explanatory Statement 16 Glossary 37 Annexure A – Placement Options Terms Attached Annexure B – Convertible Note Deed Poll Terms Attached Annexure C – Notice of Nomination of Auditor Attached Proxy Form Attached Venue and Voting Information The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 4:00pm (AEDT) on Tuesday 21 November 2023 at Automic offices at Suite 5, Level 12, 530 Collins St, Melbourne VIC 3000 (Meeting). Your vote is important The business of the Annual General Meeting affects your shareholding and your vote is important. Voting in person To vote in person, attend the Annual General Meeting on the date and at the place set out above. Voting by proxy To vote by proxy, please use one of the following methods: Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online 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. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtual-agms/ By post Automic, GPO Box 5193, Sydney NSW 2001 By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 By email Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. Power of Attorney If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry. Corporate Representatives If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry. BPH Global Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement 2 Notice of Annual General Meeting Notice is hereby given that an Annual General Meeting of Shareholders of BPH Global Ltd ACN 009 104 330 will be held at 4:00pm (AEDT) on Tuesday 21 November 2023 at Automic offices at Suite 5, Level 12, 530 Collins St, Melbourne VIC 3000 (Meeting). The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 4:00pm (AEDT) on 19 November 2023. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. Agenda Ordinary business Financial statements and reports “To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.” 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. BPH Global Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement 3 Resolutions Remuneration Report 1. Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2023.” Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion Statement: In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report (KMP), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and (b) it is not cast on behalf of a Restricted Voter. If you appoint the person chairing the Meeting (Chair) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution. Election of Directors 2. Resolution 2 – Election of Yanhua Huang as Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That Yanhua Huang, a Director appointed as an additional Director and holding office until the next general meeting of the Company after his appointment in accordance with the Company’s Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately.” 3. Resolution 3 – Re-election of Huan Qing Gu as Director To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That Huan Qing Gu, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible offers himself for re-election as a Director of the Company, effective immediately.” BPH Global Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement 4 ASX Listing Rule 7.1A (Additional 10% Capacity) 4. Resolution 4 – ASX Listing Rule 7.1A Approval of Future Issue of Securities To consider and, if thought fit, to pass the following resolution as a Special Resolution: “That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of: (a) a 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 (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 4 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BPH Global Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement 5 Ratification of Prior Issue of Securities 5. Resolution 5 – Ratification of Prior Issue of Placement Shares under ASX Listing Rule 7.1 To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 200,209,467 Placement Shares issued on 12 October 2023 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved; or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 5 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BPH Global Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement 6 6. Resolution 6 – Ratification of Prior Issue of Placement Shares under ASX Listing Rule 7.1A To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 80,623,866 Placement Shares issued on 12 October 2023 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved; or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 6 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BPH Global Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement 7 Issue of Securities 7. Resolution 7 – Approval of Issue of Placement Options To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 280,833,333 Placement Options (that are intended to be quoted subject to ASX confirmation), each exercisable at $0.004 per Placement Option and expiring on 11 December 2026 to institutional, professional and sophisticated investors who participated in the Placement, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of: (a) a 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 (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 7 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BPH Global Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement 8 8. Resolution 8 – Approval of Issue of Options to Sanlam Private Wealth Pty Ltd To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 60,000,000 Options (that are intended to be quoted subject to ASX confirmation), each exercisable at $0.004 per Option and expiring on 11 December 2026, to Sanlam Private Wealth Pty Ltd (or its nominee), and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of: (a) Sanlam Private Wealth Pty Ltd (including entities related to principals of Sanlam Private Wealth Pty Ltd) and its clients who will participate in the proposed issue of Options, 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 (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 8 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BPH Global Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement 9 9. Resolution 9 – Approval of Issue of Shares and Options on conversion of 368,750 Convertible Notes To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of Shares and attaching Options on a 1:1 basis (that are intended to be quoted subject to ASX confirmation) on conversion of 368,750 Convertible Notes issued pursuant to the terms and conditions of the Convertible Note Deed Poll dated 28 September 2023, each attaching Option being exercisable at $0.004 per Option and expiring 11 December 2026, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of: (a) a person who is expected to receive the securities as a result of the proposed issue; (b) a 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 (c) an Associate of that person or those persons described in (a) or (b). However, this does not apply to a vote cast in favour of Resolution 9 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BPH Global Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement 10 10. Resolution 10 – Approval of Issue of Shares and Options to Mr Paul Stephenson, Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 46,666,667 Shares and 46,666,667 Options each exercisable at $0.004 per Option and expiring 11 December 2026, to Mr Paul Stephenson (or his nominee), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 10 by or on behalf of: (a) a person who is expected to receive the securities as a result of the proposed issue; (b) a 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 (c) an Associate of that person or those persons described in (a) or (b). However, this does not apply to a vote cast in favour of Resolution 10 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: 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 Resolution 10 if: (a) (b) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) (b) the proxy is the Chair of the Meeting; and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. BPH Global Ltd | Annual General Meeting – Notice of Meeting and Explanatory Statement 11 11. Resolution 11 – Approval of Issue of Shares and Options to Mr Francesco Cannavo, Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 46,666,667 Shares and 46,666,667 each exercisable at $0.004 per Option and expiring 11 December 2026, and expiring four years from the date of issue, to Mr Frank Cannavo (or his nominee), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 11 by or on behalf of: (a) a person who is expected to receive the securities as a result of the proposed issue; (b) a 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 (c) an Associate of that person or those persons described in (a) or (b). However, this does not apply to a vote cast in favour of Resolution 11 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: 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 Resolution 11 if: (a) (b) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) (b) the