Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
21 October 2026
Dear Shareholders,
Letter to Shareholders with respect to Notice of Meeting
The shareholder meeting is scheduled to be held on Wednesday 25 November
2026 at 3:00pm (AEDST) (Meeting) and will be a virtual only meeting.
In accordance with section 110D(1) of the Corporations Act 2001 (Cth), the
Company will not be sending hard copies of the Notice of Meeting to
shareholders unless a shareholder has made a valid election to receive such
documents in hard copy. The Notice of Meeting can be viewed and
downloaded from the following link: Notice of Meeting.
As you have not elected to receive notices by email, a copy of your personalised
proxy form is enclosed for your convenience.
Shareholders are encouraged to vote online at https://investor.automic.com.au/
or by returning the enclosed proxy form by:
Post to: Automic GPO Box 5193 Sydney NSW 2001
Email to: meetings@automicgroup.com.au
The Company strongly encourages Shareholders to lodge a directed proxy form
prior to the meeting.
If you have nominated an email address and have elected to receive electronic
communications from the Company, you will also receive an email to your
nominated email address with a link to an electronic copy of the important
Meeting documents.
Your proxy voting instruction must be received by 3:00pm (AEDST) on Monday
23 November 2026, being not less than 48 hours before the commencement
of the Meeting. Any proxy voting instructions received after that time will not
be valid for the Meeting.
Questions must be submitted in writing to George Lazarou, the Company
Secretary at george@activated.co before 5:00pm (AEDST) Wednesday, 18
November 2026, as this will provide management with the best opportunity to
prepare for the Meeting, for example, by preparing answers in advance to
Shareholders questions.
Shareholders who wish to attend virtually and vote on the day of the Meeting
will need to login to register by going to the following link: Click on this link to
register.
In order to receive electronic communications from the Company in the future,
please update your Shareholder details online at
https://investor.automic.com.au/
.
The Notice of Meeting is important and should be read in its entirety. If you are
in doubt as to the course of action you should follow, you should consult your
financial adviser, lawyer, accountant or other professional adviser.
If you are unable to access any of the important Meeting documents online,
please contact the Company Secretary, via email at george@activated.co.
If it becomes necessary or appropriate to make alternative arrangements to
those set out in the Company’s Notice of Meeting, the Company will notify
Shareholders accordingly via the Company’s website at
https://biomeaustralia.com/ and the Company’s ASX Announcement Platform
at asx.com.au (ASX: BIO).
Sincerely,
George Lazarou
Company Secretary
Biome Australia Limited
ACN 627 364 014
Notice of Annual General Meeting
To be held at: Virtual meeting only
To be held on: Wednesday, 25 November 2026
Commencing: 3:00pm AEDT (Melbourne time)
Important Information
The Company is pleased to provide Shareholders with the opportunity to attend and participate in the Meeting virtually,
through an online meeting platform where Shareholders will be able to participate and vote online.
Click here to register
Details on how to access the Meeting virtually are set out in this Notice.
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 advisors prior to voting.
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Biome Australia Limited – Notice of 2026 Annual General Meeting
TIME AND PLACE OF MEETING
Notice is hereby given that the 2026 annual general meeting of Biome Australia Limited (ACN 627 364 014) (the
Company) will be held on Wednesday, 25 November 2026, commencing at 3:00pm (AEDT) (Meeting).
The meeting will be held online only, through a virtual weblink where Shareholders will be able to watch, listen, ask
questions and vote.
VIRTUAL MEETING
The Directors have made a decision in accordance with clause 15.1(i) of the Constitution to hold a wholly virtual
Meeting. Shareholders are able to be present virtually at the Meeting via live webinar. If you wish to virtually attend
the Meeting, please register here:
Click here to register
If you wish to vote at the virtual Meeting, you must register to attend by no later than 3:00pm (AEDT) on Monday,
23 November 2026.
To register to attend the virtual Meeting, you must provide your details (including your security holder reference
number (SRN) or holder identification number (HIN), and postcode) to be verified as a Shareholder.
Shareholders will not be able to physically attend the Meeting in person.
If it becomes necessary or appropriate to make alternative arrangements for the Meeting, the Company will provide
further information on its website https://biomeaustralia.com/, and via an ASX announcement.
Shareholders will be able to vote and ask questions at the virtual Meeting. Shareholders are also encouraged to
submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to George
Lazarou, Company Secretary at george@activated.co before 5:00 pm (AEDT) on Wednesday, 18 November
2026.
The Company will also provide Shareholders with the opportunity to ask questions during the Meeting with respect
to the formal items of business as well as general questions in respect to the Company and its business.
VOTING VIRTUALLY
For Shareholders to vote at the virtual Meeting, the Company must be given at least 48 hours’ notice so that the
Company can verify the Shareholder’s entitlement to vote. Therefore, Shareholders who wish to vote virtually on
the day of the Meeting will need to register here by no later than 3:00pm (AEDT) on Monday, 23 November 2026:
Click here to register.
Voting online will be available between the registration open of the Meeting 3:00pm (AEDT) on Wednesday, 25
November 2026 and the closure of voting as announced by the Chair during the Meeting.
VOTING IN PERSON
Shareholders will not be able to physically attend the Meeting and will not be able to vote in person.
VOTING BY PROXY
To vote by proxy, please either:
(a) complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions
set out on the Proxy Form; or
(b) complete and lodge your proxy online via the Company’s share registry, Automic, by following the steps for
online lodgement set out on the Proxy Form.
In accordance with section 249L(d) of the Corporations Act, Shareholders are advised that:
• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
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• a Shareholder who is entitled to cast two (2) or more votes may appoint two (2) proxies and may specify
the proportion or number of votes each proxy is appointed to exercise. If the member appoints two (2)
proxies and the appointment does not specify the proportion or number of the member’s votes, then in
accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
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.
If you wish to vote by proxy, you must return your completed Proxy Form to the Company by no later than 3:00pm
(AEDT) on Monday, 23 November 2026.
ALL RESOLUTIONS WILL BE BY POLL
Votes on each of the resolutions proposed at the Meeting will be conducted by way of a poll.
ELIGIBILITY TO VOTE
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations that the persons
eligible to vote at the Meeting are those that are registered Shareholders at 7:00pm (AEDT) on Monday, 23
November 2026. If you are not the registered holder of a relevant Share at that time you will not be entitled to vote
in respect of that Share.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the
Company Secretary on (03) 9017 5800.
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ITEMS OF BUSINESS
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended 30 June 2026
together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s
Report.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes 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 2026.”
Note: In accordance with section 250R(3) of the Corporations Act, the vote on this Resolution 1 is
advisory only and does not bind the Directors or the Company.
Voting exclusion statement
In accordance with sections 250BD and 250R(4) of the Corporations Act, a vote 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.
However, a person described in the voting prohibition above (the voter), may cast a vote on Resolution 1 as a
proxy if the vote is not cast on behalf of a person described in the voting prohibition above and either:
(a) the appointment of the voter proxy specifies the way the proxy is to vote on Resolution 1; or
(b) the voter is the Chair and the appointment of the Chair as proxy expressly authorises the Chair to exercise
the proxy even if Resolution 1 is connected with the remuneration of a member of the Key Management
Personnel.
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MS DOMINIQUE GAYLE FISHER AM
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 14.5 and for all other purposes, Ms Dominique Gayle Fisher AM,
who retires in accordance with Listing Rule 14.5, and being eligible for re-election, is re-elected as a
Director of the Company.”
4. RESOLUTION 3 – RENEWAL OF SHAREHOLDER APPROVAL OF LOAN FUNDED SHARE PLAN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, Shareholders
approve the issue by the Company of up to a maximum of 22,699,803 Shares under the Loan Funded
Share Plan for a period of up to three years from the date of this Meeting, on the terms and conditions set
out in the Explanatory Statement accompanying the Notice of this Meeting.”
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Voting exclusion statement
The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of any person who is eligible
to participate in the Loan Funded Share Plan or any Associate of those persons. However, this does not apply
to a vote cast in favour of Resolution 3 by:
(a) a person, as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with the
directions given to the proxy or attorney to vote on Resolution 3 in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a
direction given to the Chair to vote on Resolution 3 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 the persons excluded from voting, on Resolution 3; and
(ii) the holder votes on Resolution 3 in accordance with the directions given by the beneficiary to the
holder to vote in that way.
5. RESOLUTION 4 – APPROVAL OF PROPOSED ISSUE OF LOAN FUNDED SHARES TO BLAIR VEGA
NORFOLK UNDER THE LOAN FUNDED SHARE PLAN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 10.14 and all other purposes, approval is given for the issue and
allotment to Mr Blair Vega Norfolk and/or his nominee of 5,000,000 Shares under the Loan Funded Share
Plan, on and subject to the terms and conditions set out in the Explanatory Statement accompanying the
Notice of this Meeting.”
Voting exclusion statement
The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person who is eligible
to participate in the Loan Funded Share Plan and who is:
(a) a Director;
(b) an Associate of a Director; or
(c) a person whose relationship with the Company, a Director or an Associate of a Director is such that in
ASX’s opinion an acquisition of Loan Funded Shares by that person should be approved by
Shareholders.
However, this does not apply to a vote cast in favour of Resolution 4 by:
(a) a person, as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with
the directions given to the proxy or attorney to vote on Resolution 4 in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with a
direction given to the Chair to vote on Resolution 4 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 the persons excluded from voting, on Resolution 4; and
(ii) the holder votes on Resolution 4 in accordance with the directions given by the beneficiary to the
holder to vote in that way.
In addition, a person appointed as proxy must not vote, on the basis of that appointment, on this Resolution 4
if:
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(a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such a
member; and
(b) the appointment does not specify the way the proxy is to vote on Resolution 4.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy even though Resolution 4 is
connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
6. RESOLUTION 5 – APPOINTMENT OF AUDITOR
To consider and, if thought fit, to pass the following resolution as an ordinary resolution:
“That, pursuant to section 327B(1)(b) of the Corporations Act and for all other purposes, Moore Australia
Audit (Vic) ABN 16 847 721 257, having been nominated by a Shareholder and having consented in writing
to act in the capacity of auditor, be appointed as the auditor of the Company to hold office from the
conclusion of this Meeting until it resigns or is removed from the office of auditor of the Company.”
7. RESOLUTION 6 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for 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 otherwise on the terms and conditions
set out in the Explanatory Statement accompanying the Notice of this Meeting.”
REQUIRED MAJORITY
Each of Resolutions 1 to 5 proposed in this Notice is an ordinary resolution and will be passed if, in each case, more
than 50% of the votes cast by Shareholders entitled to vote on the relevant Resolution are cast in favour of that
Resolution.
Resolution 6 proposed in this Notice is a special resolution and will be passed if at least 75% of the votes cast by
Shareholders entitled to vote on the relevant Resolution are cast in favour of that Resolution.
The accompanying important information and Explanatory Statement form part of this Notice of Meeting.
By order of the Board.
George Lazarou
Company Secretary
12 October 2026
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EXPLANATORY STATEMENT
1. FINANCIAL STATEMENTS AND REPORTS
1.1 Purpose of Resolution
In accordance with the requirements of section 317 of the Corporations Act, the business of the Meeting
will include receipt and consideration of the annual financial report of the Company for the financial year
ended 30 June 2026 together with the declaration of the Directors, the Directors’ Report, the Remuneration
Report and the Auditor’s Report. There is no requirement for Shareholders to vote with respect to, or to
approve, these reports.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless
a Shareholder has previously elected to receive one pursuant to section 314 of the Corporations Act. The
Company’s annual financial report is available on its website at https://biomeaustralia.com.
1.2 Questions to the Chair
Shareholders will be given reasonable opportunity at the Meeting to raise questions and make comments
on the Company’s annual financial report.
In addition to asking questions at the Meeting, Shareholders may submit written questions to the Chair to
be addressed by the Company’s outgoing auditor, Horizon Nexus (Audit) Pty Ltd (Horizon Nexus), which
audited the Company’s annual financial report for the financial year ended 30 June 2026 and will attend
the Meeting, if the question is relevant to:
• the content of the Auditor’s Report; or
• the conduct of its audit of the Financial Report to be considered at the Meeting.
Note: Under section 250PA(1) of the Corporations Act, a Shareholder must submit the question to the
Company no later than the fifth business day before the day on which the Meeting is held.
Written questions for the Company's auditor must be delivered by 5:00 pm (AEDT) on Wednesday 18
November 2026 to:
The Company Secretary
George Lazarou
Email: george@activated.co
2. RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that the adoption of the Remuneration Report be put to the vote of
Shareholders at the Meeting. This is contemplated at Resolution 1 of the Notice. However, this Resolution
is advisory only and does not bind the Directors or the Company. If Resolution 1 is not passed, the
Directors are not required to alter any of the arrangements in the Remuneration Report.
The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior
management of the Company and is part of the Directors’ Report contained in the annual financial report
of the Company for the financial year ended 30 June 2026.
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The Chair must allow a reasonable opportunity for Shareholders to ask questions about or make
comments on the Remuneration Report at the Meeting.
2.2 Voting consequences
The Company is required to put to Shareholders a resolution proposing the calling of another meeting of
Shareholders to consider the appointment of Directors of the Company (Spill Resolution) if, at two
consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution
are against adoption of the remuneration report and a Spill Resolution was not put to vote at the first of
those annual general meetings. In those circumstances:
• the Spill Resolution must be put to vote at the second of those annual general meetings;
• if more than 50% of votes cast on the Spill Resolution are in favour of that Resolution, the company
must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general
meeting;
• all of the Directors of the Company who were in office at the time of the second annual general
meeting, other than the managing director, will cease to hold office immediately before the end of the
Spill Meeting but may stand for re-election at the Spill Meeting; and
• following the Spill Meeting those persons whose election or re-election as Directors of the Company
is approved will be the Directors of the Company.
2.3 Previous voting results
At the Company’s 2025 annual general meeting, the votes cast against the remuneration report considered
at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for
this Meeting.
2.4 Voting exclusion
As set out in the section of this Notice titled “Items of Business” under the text of Resolution 1, a voting
exclusion statement applies with respect to the voting on Resolution 1 by certain persons connected to
the Company.
The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 1, subject to compliance
with the Corporations Act.
If the Chair of the Meeting 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 giving express authorisation for the
Chair to vote the proxy in accordance with the Chair's intentions on Resolution 1, even though Resolution
1 is connected directly or indirectly with the remuneration of members of the Key Management Personnel.
2.5 No recommendation
Given the respective personal interest of each Director in the outcome of Resolution 1, the Directors make
no recommendation in relation to the casting of votes on Resolution 1.
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3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MS DOMINIQUE GAYLE FISHER AM
3.1 General
Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each
annual general meeting. Where no director is required to stand for re-election by rotation pursuant to
Listing Rule 14.4, Listing Rule 14.5 requires that the entity select one of its existing directors to stand for
re-election.
Accordingly, the Company nominates Ms Dominique Gayle Fisher AM to stand for re-election at the
Meeting. Ms Fisher has served as a Director since 12 August 2021 and was last re-elected on 19
November 2024.
3.2 Qualifications and other material directorships
In accordance with Recommendation 1.2 of the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (4th Edition) (Governance Principles), the Company
provides the following information in respect of Ms Fisher:
(a) Position: Ms Fisher holds the position of Independent Non-Executive Director of the Company.
(b) Length of service: Ms Fisher has held office as a Director of the Company for 5 years. She was
first appointed as a Director on 12 August 2021 and was last re-elected on 19 November 2024.
(c) Independence: In accordance with the Governance Principles, the Board considers that Ms Fisher
is an independent director for the reasons detailed in section 3.3 below.
(d) Formal qualifications: Ms Fisher holds a Bachelor of Arts (Hons) (Public Policy and
Administration) from the University of Sydney, and Diploma of Agriculture (Organic Farming)
Advance TAFE (now TAFE Gippsland).
(e) Skills and experience: Ms Fisher couples her experience in tech-driven businesses with a strong
focus on risk mitigation and financial management which has led to her working across a wide
range of sectors in both executive and non-executive roles. Ms Fisher has an extensive non-
executive career, having served on ASX listed companies IAG, Circadian Technologies/ Opthea,
Pacific Brands and GrowthOps (2 as Chair), including two IPOs (IAG and TGO) and numerous
unlisted companies, including NRMA, LaunchVic and SkyTechnologies. Ms Fisher has extensive
Audit, Remuneration and Risk Committee experience in listed and unlisted companies. Ms Fisher
has also served on various government and private advisory boards at both state and federal for
both major political parties and government agencies, including the Sydney Opera House, Australia
Post and the Australian Council for the Arts.
(f) Other current material directorships: Ms Fisher does not currently hold any other material
directorships, other than as disclosed in this Notice.
3.3 Independence
In accordance with the Governance Principles, the Company considers Ms Fisher to be independent on
the basis that she has no interests, position, association or relationship that might influence, or reasonably
be perceived to influence, in a material respect her capacity to bring an independent judgement to bear
on issues before the Board and to act in the best interest of the Company as a whole rather than in the
interests of an individual security holder or other party and she is not a substantial Shareholder of the
Company, holding approximately 0.64% of the total issued Share capital of the Company as at the date of
this Notice.
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If re-elected, the Board will consider Ms Fisher to be an independent director.
3.4 Board recommendation
The Board, with Ms Fisher not being present while the matter was considered and abstaining from voting,
considers that Ms Fisher has made and will continue to make a valuable contribution to the Board and
supports the re-election of Ms Fisher for the following reasons:
(a) Ms Fisher has valuable skills and significant experience in the growth and development of
healthcare businesses; and
(b) Ms Fisher is expected to support the Company’s management team with risk mitigation and
financial management to support the ongoing commercial development of the Company’s activated
probiotics and to provide guidance as the Company embarks on the process of optimising its
manufacturing processes to support growth locally and abroad.
Accordingly, the Board (other than Ms Fisher who has a personal interest in the outcome of this Resolution)
recommends that Shareholders vote in favour of Resolution 2.
The Chair intends to vote undirected proxies in favour of Resolution 2.
4. RESOLUTION 3 - RENEWAL OF SHAREHOLDER APPROVAL OF LOAN FUNDED SHARE PLAN
4.1 General
Resolution 3 seeks Shareholder approval, pursuant to Listing Rule 7.2 (Exception 13(b)), to renew the
Loan Funded Share Plan approved by the Shareholders on Tuesday, 28 November 2023 (the Loan
Funded Share Plan) and to enable Shares to continue to be issued under the Loan Funded Share Plan
to eligible persons and to be exempted from Listing Rule 7.1 for a period of 3 years from the date on which
Resolution 3 is passed.
As at the date of the Notice, the Company has no immediate intention of issuing any Shares under the
Loan Funded Share Plan except for the issue of Loan Funded Shares detailed in Resolution 4. However,
the Company wishes to retain the flexibility to issue Shares under the Loan Funded Share Plan in the
future without having to obtain Shareholder approval for such issues under Listing Rule 7.1, in order to
have the ability to attract and incentivise key staff in the future.
A summary of the key terms of the Loan Funded Share Plan Rules is set out in Schedule 1.
4.2 Application of Listing Rules 7.1 and 7.2, Exception 13(b)
Listing Rule 7.1 limits the number of Equity Securities (which includes options and convertible securities)
that a listed entity can issue without the approval of its shareholders over any 12 month period to 15% of
the fully paid ordinary shares it had on issue at the start of that period (15% Placement Capacity), subject
to certain limited exceptions.
Listing Rule 7.2 (Exception 13(b)) is one of the exceptions to Listing Rule 7.1. Specifically, any issue of
Equity Securities under the Loan Funded Share Plan are treated as having been made with the approval
of Shareholders for the purposes of Listing Rule 7.1 if the Loan Funded Share Plan has been approved
by Shareholders for the purposes of Listing Rule 7.2, Exception 13(b) within 3 years before the relevant
issue. Shareholder approval under Listing Rule 7.2, Exception 13(b) lasts for a period of three years.
4.3 Specific information required by Listing Rule 7.2, Exception 13(b)
The Company provides the following information with respect to Resolution 3 pursuant to Listing Rule 7.2,
Exception 13(b):
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Summary of the terms of the Loan
Funded Share Plan
A summary of the material terms of the Loan Funded Share
Plan is set out in Schedule 1.
Number of securities issued under
the Loan Funded Share Plan since
its approval
The Shareholders last approved the Loan Funded Share Plan
under Listing Rule 7.2, Exception 13(b) at the Company’s
annual general meeting on Tuesday 28 November 2023.
Between that date and the date of this Notice (noting the date
of expiry of that last approval is Saturday 28 November 2026),
the Company has issued a total of 18,887,261 Shares under
the Loan Funded Share Plan, comprised as follows:
(a) in December 2023, 9,612,708 Shares;
(b) in April 2024, 817,434 Shares;
(c) in June 2025, 812,355 Shares;
(d) in December 2025, 2,000,000 Shares;
(e) in March 2026, 2,263,002 Shares; and
(f) in September 2026, 3,381,762 Shares
Maximum number of Equity
Securities proposed to be issued
under the scheme
If Resolution 3 is approved by Shareholders, the maximum
number of Equity Securities proposed to be issued under the
Loan Funded Share Plan until expiry of that approval (i.e. within
3 years of the date of the Meeting) is 22,699,803 Shares (subject
to adjustment in the event of reorganisation of capital and further
subject to applicable laws and the Listing Rules). This is
equivalent to 10% of the total number of Shares on issue in the
capital of the Company as at the date of this Notice.
Voting exclusion statement A voting exclusion statement is contained in the section of this
Notice titled “Items of Business” under the text of Resolution 3.
Specifically, all directors, employees, officers and persons
engaged as a consultant or contractor with the Company or any
of its subsidiaries are excluded from voting on Resolution 3
because they are eligible to par
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