AGM – Notice of Meeting
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RNS Announcement
3 November 2026
AIM: SYN
AGM – Notice of Meeting
Synergia Energy Ltd (Synergia Energy or the Company) advises that its Annual General Meeting will be held on Thursday, 26 November 2026 at 10.00am London (GMT) / 6.00pm Perth (AWST) at Vigo Consulting 78-79 New Bond Street, Mayfair, London, W1S 1RZ, United Kingdom
Attached is a copy of the Notice of Meeting and Proxy Form.
For and on behalf of Synergia Energy Limited
Stacey Britza
Company Secretary
For further information, please contact:
|
Investor Enquiries Synergia Energy Ltd Briana Stayt Investor Relations Email: bstayt@synergiaenergy.com Tel: +61 8 9485 3200 Australia |
Nominated Advisor and Joint Broker SP Angel Corporate Finance LLP Stuart Gledhill / Richard Hail / Devik Mehta
Tel: +44 (0)20 3470 0470 UK |
Joint Broker AlbR Capital Limited Colin Rowbury Email: cr@albrcapital.com Tel: +44 20 7469 0930 UK |
3 November 2026
Dear Shareholder,
Synergia Energy Limited (Company) is convening its Annual General Meeting of shareholders to be held on Thursday, 26 November 2026 at 6.00pm AWST / 10.00am GMT (Meeting) at the offices of Vigo Consulting, 78-79 New Bond Street, Mayfair, London W1S 1RZ, United Kingdom.
The Notice of Meeting and Explanatory Memorandum are being made available to Shareholders electronically. Shareholders who have specifically requested a physical copy of the Notice of Meeting will be sent one by the Company. The Notice of Meeting is also available for download from the Company’s website at https://www.synergiaenergy.com/.
A copy of the Proxy Form is enclosed for convenience. Proxy votes may be lodged by any of the following methods:
- By Post:
Share Registry
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
- By Fax
1800 783 447 (within Australia)
+61 3 9473 2555 (outside Australia)
- By Mobile
Scan the QR code on your Proxy Form and follow the prompts
- Online:
At www.investorvote.com.au (Control Number: 189108)
All Proxy Forms must be lodged no later than 6.00pm (AWST) / 10.00am (GMT) on Tuesday, 24 November 2026 (being at least 48 hours before the Meeting).
All Forms of Instruction must be lodged no later than 2.00pm (GMT) on Monday, 23 November 2026. All Meeting resolutions will be voted upon by poll. Shareholders who intend to participate and vote on a poll at the Meeting must attend the Meeting in person.
Shareholders who do not wish to vote during the Meeting are encouraged to appoint the Chair as their proxy. Shareholders can complete the Proxy Form provided and give specific instructions on how their vote is to be exercised on each item of business, and the Chair must follow those instructions. Instructions on how to complete the Proxy Form are set out in the Notice of Meeting.
Annual Report
The Company’s 2026 Annual Report is available in PDF format in the Financial Reports section of the Company’s website at https://www.synergiaenergy.com/investors/financial-reports. Physical copies will be dispatched to Shareholders who have specifically requested a physical copy of the Annual Report.
You may elect to receive meeting-related documents, or request a particular document, in electronic or physical form. You may also elect not to receive Annual Reports. To update your communication preferences, please contact Computershare.
Yours sincerely
Stacey Britza
Company Secretary
Synergia Energy Limited
ACN 078 652 632
Notice of Annual General Meeting
Thursday, 26 November 2026 at 10.00am London (GMT) / 6.00pm Perth (AWST)
at
Vigo Consulting
78-79 New Bond Street, Mayfair, London, W1S 1RZ, United Kingdom
Important: This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting, please do not hesitate to contact the Company Secretary on +61 8 9485 3200.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Synergia Energy Ltd (ACN 078 652 632) (Company) will be held at Vigo Consulting, 78-79 New Bond Street, Mayfair, London, W1S 1RZ, United Kingdom on Thursday, 26 November 2026 at 10.00am (GMT) / 6:00pm (AWST) to conduct the business set out below.
The Explanatory Memorandum should be read in conjunction with this Notice of Meeting.
VOTING ELIGIBILITY
In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company has determined that the shareholding of each person, for the purposes of determining entitlements to attend and vote at the Meeting, will be the shareholding of that person set out in the Company’s register as at 8.00am (GMT) / 4:00pm (AWST) on Tuesday, 24 November 2026. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the Meeting.
To vote in person, you must attend the Meeting at the time, date and place set out above.
To vote by proxy, please complete, sign and return the enclosed Proxy Form by the time, and in accordance with the instructions, set out on the Proxy Form.
CREST – Depositary Interests
Holders of Depositary Interests (DI Holders) are invited to attend the Meeting but are not entitled to vote at the Meeting. For their votes to be counted, DI Holders must either:
- submit a CREST Voting Instruction to the Company’s agent in accordance with the instructions below; or
- complete, sign and return the enclosed Form of Instruction to the Depositary,
by 2.00pm (GMT) on 23 November 2026. DI Holders who are CREST members and who wish to issue an instruction through the CREST electronic voting appointment service may do so by using the procedures described in the CREST Manual (available from https://my.euroclear.com/euilegal.html). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting services provider(s), who will be able to take the appropriate action on their behalf.
In order for instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction) must be properly authenticated in accordance with the specifications of Euroclear UK & International Limited (EUI) and must contain the information required for such instructions, as described in the CREST Manual.
The message, regardless of whether it relates to the voting instruction or to an amendment to the instruction given to the UK Depositary must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID 3RA50) no later than 2.00pm (GMT) on 23 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 issuer’s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI 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 each CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that the CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST service by any particular time. In this regard, CREST members 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.
The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
The entitlement of DI Holders to vote at the Meeting, and the number of votes which may be cast by DI Holders thereat, will be determined by reference to the Depositary Interest Register at close of business on 20 November 2026. Changes to entries on the Depositary Interest Register after that time shall be disregarded.
BUSINESS OF THE MEETING
Financial and other reports
To receive and consider the Financial Report, together with the declaration of the Directors, the Directors’ Report (including the Remuneration Report) and the Auditor’s Report for the financial year ended 30 June 2026.
In compliance with section 315 of the Corporations Act, these reports are available in PDF format at the “Financial Reports” section of the Company’s website at https://www.synergiaenergy.com/investors/financial-reports. If you wish to receive hard copies of these reports, please send a written request to the Company Secretary at PO Box 255, West Perth, Western Australia 6872.
Resolution 1 – Adoption of Remuneration Report
To consider and, if thought fit, to pass the following Resolution as a non-binding Ordinary Resolution:
“That, for all purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Report for the financial year ended 30 June 2026.”
Note: The votes on this Resolution are advisory only and do not bind the Directors or the Company.
Voting exclusion
The Company will disregard any votes cast on the Resolution:
- by or on behalf of a member of Key Management Personnel as disclosed in the Remuneration Report; and
- by or on behalf of a Closely Related Party of a member of Key Management Personnel; and
- as a proxy by a member of Key Management Personnel or a Closely Related Party of such member.
However, the Company need not disregard a vote on this Resolution if:
- a person as proxy or attorney for a person who is entitled to vote on this Resolution, votes in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or
- the Chair as proxy or attorney for a person who is entitled to vote on this Resolution, votes in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or
- a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary votes 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 this Resolution; and
- the holder votes on this 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 by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, 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 excluded from voting on this Resolution, and:
- the person is appointed as proxy by writing that specifies the way the proxy is to vote on this Resolution; or
- the person 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 – Re-election of Mr Joe Salomon as a Director
To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:
“That, for the purposes of Articles 6.3(c) and 6.3(f) of the Constitution and for all other purposes, Mr Joe Salomon retires, and, being eligible, is re-elected, as a Director on the terms and conditions set out in the Explanatory Memorandum.”
Resolution 3 – Re-election of Mr Paul Haywood as a Director
To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:
“That, for the purposes of Articles 6.3(c) and 6.3(f) of the Constitution and for all other purposes, Mr Paul Haywood retires, and, being eligible, is re-elected, as a Director on the terms and conditions set out in the Explanatory Memorandum.”
Resolution 4 – Re-election of Ms Stacey Britza as a Director
To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:
“That, for the purposes of Article 6.3(j) of the Constitution and for all other purposes, Ms Stacey Britza, who was appointed as Director on 12 May 2026, retires, and, being eligible, is re-elected, as a Director on the terms and conditions set out in the Explanatory Memorandum.”
OTHER BUSINESS
In accordance with Section 250S(1) of the Corporations Act, Shareholders are invited to ask questions about or make comments on the management of the Company and to raise any other business which may lawfully be brought before the Meeting.
By order of the Board
Stacey Britza
Company Secretary
3 November 2026
EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at Vigo Consulting, 78-79 New Bond Street, Mayfair, London, W1S 1RZ, United Kingdom on Thursday, 26 November 2026 at 10.00am (GMT) / 6:00pm (AWST).
This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Meeting.
Financial and other reports
Section 317 of the Corporations Act requires the Directors of the Company to put before the Annual General Meeting the Financial Report, Directors’ Report (including the Remuneration Report), declaration of the Directors and the Auditor’s Report for the financial year that ended before the Annual General Meeting.
In accordance with section 250S of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions or make statements in relation to the reports mentioned above but no formal Resolution to adopt the reports will be put to Shareholders at the Annual General Meeting (save for Resolution 1 in respect of the adoption of the Remuneration Report).
Shareholders will also be given a reasonable opportunity to ask the Company’s 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 Annual General Meeting, written questions to:
- the Chair about the management of the Company; or
- the Company’s auditor about:
- the preparation and content of the Auditor’s Report;
- the conduct of the audit;
- accounting policies adopted by the Company in relation to the preparation of the financial statements; and
- the independence of the auditor in relation to the conduct of the audit,
may be submitted no later than 5 business days before the Annual General Meeting to the Company’s registered office or via email to synergiaenergy@synergiaenergy.com.
A copy of the Company’s 2026 Annual Report is available in the “Financial Reports” section of the Company’s website at https://www.synergiaenergy.com/investors/financial-reports.
Resolutions
-
Resolution 1 – Adoption of Remuneration Report
- General
Section 250R of the Corporations Act provides that a listed company must put the adoption of its remuneration report to vote at its annual general meeting. Notwithstanding that the Company is not considered a listed company for the purposes of section 250R of the Corporations Act and, accordingly, is not required to put the adoption of the Remuneration Report to vote, it is seeking Shareholder approval of the Remuneration Report at the Annual General Meeting as a matter of good corporate governance. The Company will implement voting exclusions and prohibitions in respect of Resolution 1 as though it was required to put the adoption of the Remuneration Report to vote at the Annual General Meeting under section 250R of the Corporations Act
The vote on 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 prohibited from adopting the Remuneration Report or required to alter any of the arrangements in the Remuneration Report.
The Remuneration Report is set out from page 19 of the Company’s 2026 Annual Report, which is available on the “Financial Reports” section of the Company’s website at:
https://www.synergiaenergy.com/investors/financial-reports.
Section 250SA of the Corporations Act provides that the chair of a listed company must allow a reasonable opportunity for its shareholders as a whole to ask questions about or make comments on its remuneration report. The Company will provide Shareholders with a reasonable opportunity to ask questions concerning or make comments on the Remuneration Report at the Annual General Meeting as a matter of good corporate governance, despite not being required to do so under the Corporations Act.
The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the Meeting when reviewing the Company’s remuneration policies.
- Proxy voting restrictions
Shareholders appointing a proxy for this Resolution should note the following:
- If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy, then you must direct your proxy on how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.
- If you appoint the Chair as your proxy (where the Chair is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member), then you do not need to direct your proxy on how to vote on this Resolution. However, if you do not direct the Chair on how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his or her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.
-
If you appoint any other person as your proxy, then you do not need to direct your proxy on how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.
- Additional information
The Board recommends that Shareholders vote in favour of Resolution 1. Resolution 1 is a non-binding Ordinary Resolution. The Chair intends to exercise all available proxies in favour of Resolution 1.
-
Resolution 2 – Re-election of Mr Joe Salomon as a Director
- General
Pursuant to Article 6.3(c) of the Constitution, if the Company has 3 or more Directors, one third of the Directors (excluding Directors required to retire under Article 6.3(j) and rounded down to the nearest whole number) must retire at each AGM. Article 6.3(e)(i) provides that the Directors who retire under Article 6.3(c) are those who have held their office as Director the longest period of time since their last election or appointment to that office. Article 6.3(f) of the Constitution further provides that any Director who retires under Article 6.3(c) is eligible for re-election.
Mr Joe Salomon was last elected as a Director at the annual general meeting of the Company held on 22 November 2024. As Mr Salomon has held his office for the longest period of time since his last election to this office, Mr Salomon must retire, and is eligible for re-election as a Director at the Meeting.
Pursuant to Articles 6.3(c) and 6.3(f) of the Constitution, Mr Salomon retires, and, being eligible, seeks to be re-elected as a Director at the Meeting.
- Joe Salomon Biography
Mr Salomon has a bachelor’s degree in applied science, is a member of the American Association of Petroleum Geologists and the Society of Petroleum Engineers and has over 40 years’ experience working for upstream energy companies. Mr Salomon has worked for a number of oil and gas companies in various senior positions including General Manager Exploration and New Ventures at Murphy Oil Corporation and Global Head of Geoscience at RISC PL, in addition to a number of executive director roles including Strategic Energy Resources, Norwest Energy and Nido Petroleum. At several times in his career, Mr Salomon has acted as an independent consultant for various oil and gas companies, including New Standard Energy and Pacrim Energy. Mr Salomon first worked on Indian projects in 1994 while at Ampolex and since that time has maintained connection with the Indian industry, at various times bidding in India’s exploration and field development rounds and working with Indian companies as joint venture partners, both in India and internationally.
Mr Salomon was appointed as a Non-Executive Director in November 2015, Managing Director on 18 March 2016, and Interim Chairman on 5 May 2020. Mr Salomon continued as Managing Director and Interim Chairman until he was appointed as Executive Chairman on 16 June 2021. Mr Salomon moved to a Non-Executive Chairman role on 29 June 2023.
- Board Recommendation
The Board (excluding Mr Salomon) recommends that Shareholders vote in favour of Resolution 2. Resolution 2 is an Ordinary Resolution. The Chair intends to exercise all available proxies in favour of Resolution 2.
-
Resolution 3 – Re-election of Mr Paul Haywood as a Director
- General
Pursuant to Article 6.3(c) of the Constitution, if the Company has 3 or more Directors, one third of the Directors (excluding Directors required to retire under Article 6.3(j) and rounded down to the nearest whole number) must retire at each AGM. Article 6.3(e)(i) provides that the Directors who retire under Article 6.3(c) are those who have held their office as Director the longest period of time since their last election or appointment to that office. Article 6.3(f) of the Constitution further provides that any Director who retires under Article 6.3(c) is eligible for re-election.
Mr Paul Haywood was last elected as a Director at the annual general meeting of the Company held on 22 November 2024. As Mr Haywood has held his office for the longest period of time since his last election to this office, Mr Haywood must retire, and is eligible for re-election as a Director at the Meeting.
Pursuant to Articles 6.3(c) and 6.3(f) of the Constitution, Mr Haywood retires, and, being eligible, seeks to be re-elected as a Director at the Meeting.
- Paul Haywood Biography
Mr Haywood has over 20 years’ international corporate and operational experience, with a track record of identifying, securing, financing, building and operating early-stage and growth businesses and energy projects across Africa, the Middle East, Europe and Central Asia.
He has held senior management and board positions with UK and Australian public companies in the natural resources and energy sectors, with particular experience in oil and gas exploration, development and operations. His experience spans asset acquisition and development, corporate strategy, capital markets, M&A and farm-outs, project financing, and negotiations with governments, national oil companies and international industry partners.
Mr Haywood is the founder and Chief Executive Officer of Block Energy plc and the Founder and Director of Antler Global Limited.
Mr Haywood was appointed as a Director in May 2017 and was last re-elected as a Director at the annual general meeting of the Company held on 22 November 2024.
- Board Recommendation
The Board (excluding Mr Haywood) recommends that Shareholders vote in favour of Resolution 3. Resolution 3 is an Ordinary Resolution. The Chair intends to exercise all available proxies in favour of Resolution 3.
-
Resolution 4 – Re-election of Ms Stacey Britza as a Director
- General
Article 6.2(b) of the Constitution provides that the Directors may appoint any person as a Director if the appointment of that Director does not cause the total number of Directors to exceed the maximum number specified by the Constitution.
Article 6.3(i) of the Constitution provides that any Director appointed under Article 6.2(b) of the Constitution may retire as a Director at the general meeting of the Company immediately following their appointment and will be eligible for re-election as a Director at that meeting.
Pursuant to Article 6.3(j) of the Constitution, a Director that does not retire as a Director at the general meeting of the Company immediately following their appointment must retire at the next annual general meeting of the Company and will be eligible for re-election as a Director at that meeting.
Ms Stacey Britza was appointed as a Non-Executive Director of the Company on 12 May 2026, pursuant to Article 6.2(b) of the Constitution the Meeting is the annual general meeting of the Company which immediately follows the appointment of Ms Britza as Director, and Ms Britza is required to retire, and will be eligible for re-election as a Director at the Meeting, pursuant to Article 6.3(j) of the Constitution.
Pursuant to Article 6.3(j) of the Constitution, Ms Britza retires, and, being eligible, seeks to be re-elected as a Director at the Meeting.
- Stacey Britza Biography
Appointed as Non-Executive Director in May 2026 and Company Secretary in July 2026, Stacey Britza has more than 18 years’ experience supporting the Board and senior leadership team of Synergia Energy Ltd (previously Oilex Ltd), with extensive expertise in corporate governance, company secretarial administration and executive management support.
Throughout her career with the Company, Ms Britza has managed and coordinated key governance and compliance functions, including Board and committee meeting administration, AGM and EGM processes, director onboarding, shareholder communications and regulatory lodgments. She has also played an integral role in several major corporate initiatives, including the Company’s ASX delisting and transition to the Synergia Energy brand.
Ms Britza has worked closely with directors, executives, advisors and shareholders across Australia and the United Kingdom and has been closely involved in the Company’s governance, regulatory compliance and Board administration for many years and has played a key role in supporting the Board’s company secretarial functions.
Prior to joining Synergia Energy, Ms Britza worked with Cairn Energy PLC in Edinburgh, Scotland, supporting senior executives within the international energy sector.
- Board Recommendation
The Board (excluding Ms Britza) recommends that Shareholders vote in favour of Resolution 4. Resolution 4 is an Ordinary Resolution. The Chair intends to exercise all available proxies in favour of Resolution 4.
GLOSSARY
Words which are defined in the Explanatory Memorandum have the same meaning when used in the Notice of Meeting unless the context requires otherwise. For assistance in considering this Notice of Meeting and Explanatory Memorandum, the following words are defined:
AIM means the Alternative Investment Market, located in London, United Kingdom.
Annual General Meeting or Meeting means the annual general meeting of the Company convened under this Notice of Meeting.
Annual Report means the Directors' Report, the Financial Report, and Auditor's Report, in respect to the year ended 30 June 2026.
Article means an article of the Constitution.
ASIC means the Australian Securities and Investments Commission.
Auditor's Report means the auditor's report on the Financial Report.
AWST means Australian Western Standard Time, being the time in Perth, Western Australia.
Board means the board of Directors of the Company.
Chair means the person appointed to chair the Meeting of the Company convened by this Notice.
Closely Related Party of a member of the Key Management Personnel means:
- a spouse or child of the member;
- a child of the member’s spouse;
- a dependent of the member or the member’s spouse;
- anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
- a company the member controls; or
- a person prescribed as such by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.
Company means Synergia Energy Ltd (ACN 078 652 632).
Company Secretary means the company secretary of the Company.
Constitution means the constitution of the Company as at the date of this Notice.
Corporations Act means the Corporations Act 2001 (Cth).
CREST means the computerised settlement system (as defined in the Uncertificated Securities Regulations 2001) in the United Kingdom operated by Euroclear UK & International Limited which facilitates the transfer of title to shares in uncertificated form.
CREST Manual means the manual relating to CREST issued by Euroclear UK & International Limited.
CREST Voting Instruction means a message which is sent using CREST.
Depositary Interest means an interest representing a Share, as issued by the UK Depositary and which enables the holder to hold and settle transfers of Shares in CREST.
DI Holders means holders of a Depositary Interests.
Director means a director of the Company from time to time.
Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.
EUI means Euroclear UK & International Limited.
Executive Chairman means executive chairman of the Company.
Executive Director means executive Director of the Company.
Explanatory Memorandum means the explanatory memorandum accompanying this Notice of Meeting.
Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.
Form of Instruction means, for holders of CREST Depository Interests
GMT means Greenwich Mean Time.
Interim Chairman means interim chairman of the Company.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Managing Director means managing Director of the Company.
Non-Executive Chairman means non-executive Chair of the Company.
Non-Executive Director means non-executive Director of the Company.
Notice of Meeting or Notice means this notice of annual general meeting.
Ordinary Resolution means a resolution passed by more than 50% of the votes cast by members entitled to vote on the resolution.
Proxy Form means the proxy form accompanying this Notice of Meeting.
Remuneration Report means the remuneration report set out in the Directors’ Report section of the Company’s annual report for the year ended 30 June 2026.
Resolution means a resolution set out in this Notice of Meeting.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a holder of a Share.
Special Resolution means a resolution passed by more than 75% of the votes cast by members entitled to vote on the resolution.
UK Depositary means Computershare Investor Services Plc.
Voting by Proxy
A Proxy Form is enclosed with this Notice of Meeting.
Each member who is entitled to attend and cast a vote at the Annual General Meeting may appoint a proxy. A proxy need not be a member.
A member who is entitled to cast 2 or more votes at the Annual General Meeting may appoint either 1 or 2 proxies. If you wish to appoint 2 proxies, you must use a separate Proxy Form for each proxy and indicate the percentage of your voting rights or the number of shares that each proxy is appointed in respect of, on the Proxy Forms. If you wish to appoint more than 1 proxy, you should photocopy the enclosed Proxy Form or request an additional Proxy Form to be sent to you. Where a member appoints 2 proxies and does not specify the proportion or number of the member's votes, each proxy may exercise half of the member's rights.
An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the Directors, is or are delivered:
- Online At www.investorvote.com.au (Control Number: 189108)
-
By mail Share Registry
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001 -
By fax 1800 783 447 (within Australia)
+61 3 9473 2555 (outside of Australia) - By mobile Scan the QR Code on your Proxy Form and follow the prompts
All Proxy Forms must be lodged no later than 6.00pm (AWST) on Tuesday, 24 November 2026 (or, in the case of any adjournment of the Annual General Meeting, by no later than 48 hours before the time of the adjourned meeting at which the person named in the instrument proposes to vote).
All Forms of Instruction must be lodged no later than 2.00pm (GMT) on Monday 23 November 2026.
An instrument appointing a proxy must be in writing under the hand of the appointer or of the appointer's attorney duly authorised in writing or, if the appointer is a body corporate, either under its common seal if it has a common seal, or under the hand of an officer or duly authorised attorney or duly authorised representative.
A body corporate which is a Shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the Annual General Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring evidence of their appointment to the Annual General Meeting, including authority under which their appointment is signed, unless previously given to the Company.
Shareholders and their proxies should be aware that:
- if proxy holders vote, they must cast all directed proxies as directed; and
- any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Proxy vote if appointment specifies way to vote
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:
- 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); and
- 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; and
- 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
- 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).
If a proxy is also a Shareholder, section 250BB(1) does not affect the way that the person can cast any votes that they hold as a Shareholder.
Transfer of non-chair proxy to Chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
- 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; and
- the appointed proxy is not the chair of the meeting; and
- at the meeting, a poll is duly demanded on the resolution; and
- either of the following applies:
- 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.
Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)
In accordance with section 250BD of the Corporations Act, votes on Resolution 1 must not be cast (in any capacity) by, or on behalf of:
- a member of the Key Management Personnel; or
- a Closely Related Party of such member.
However, a person described above may cast a vote on Resolution 1 if the vote is not cast on behalf of a person who is excluded from voting on the relevant Resolution and:
- the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
- the person is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution, but expressly authorises the Chair to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.
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 on the Proxy Form.
If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1 by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.
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