Notice of Annual General Meeting/Proxy Form
Released
Released
Announcement PDF
ONCOSIL MEDICAL LIMITED ABN 89 113 824 141 ASX | OSL
Level 5, 7 Eden Park Drive, Macquarie Park, NSW 2113 AUSTRALIA
TELEPHONE +61 2 8935 9629
WEB www.oncosil.com
ASX Announcement
19 October 2026
The Manager Market Announcements Office
Australian Securities Exchange
Dear Manager,
NOTICE OF ANNUAL GENERAL MEETING
The following documents were sent to Shareholders today in relation to the Annual General Meeting of
OncoSil Medical Limited (ASX:OSL) to be held on Wednesday, 18 November 2026 at 11:00 am (AEDT):
1. Access Letter to Shareholders
2. Notice of Meeting
3. Proxy Form
This announcement was authorised to be given to ASX by the Board of Directors of OncoSil Medical
Limited.
Yours sincerely,
Mr Timothy Luscombe and Ms Nova Taylor
Joint Company Secretaries
19 October 2026
OncoSil Medical Limited
Annual General Meeting
Dear Shareholder,
You are invited to attend the Annual General Meeting (AGM) of OncoSil Medical Limited (ASX: OSL)
(OncoSil or the Company), which will be held as a virtual meeting on Wednesday, 18 November
2026, commencing 11.00 am (AEDT).
The Notice of Meeting can be viewed and downloaded from “ASX Announcements” section of
OncoSil’s website at www.oncosil.com/investors.
A copy of your personalised proxy form is enclosed for your convenience. If you are unable to attend
the AGM, Shareholders are encouraged to complete and lodge their proxies online or otherwise in
accordance with the instructions set out in the proxy form and the Notice.
The Notice is important and should be read in its entirety. If you have any questions regarding the
matters set out in the Notice, please contact OncoSil, your stockbroker or other professional adviser.
How to submit your vote in advance of the meeting
To be valid, your proxy form (and any power of attorney under which it is signed) must be received by
the Share Registry by 11:00 am (AEDT) on Monday, 16 November 2026.
To submit your proxy:
1. Vote online at https://portal.automic.com.au/investor/home;
2. Post to Automic, GPO Box 5193 Sydney NSW 2001; or
3. Fax to +61 2 8583 3040.
We look forward to your participation at the AGM and thank you for your continued support.
Yours sincerely,
Dr Thomas Duthy
Chair
ONCOSIL MEDICAL LIMITED
ACN 113 824 141
NOTICE OF 2026 ANNUAL GENERAL MEETING
TIME: 11.00am (AEDT)
DATE: Wednesday, 18 November 2026
PLACE: The Annual General Meeting will be held as a virtual meeting via the Automic
investor portal at investor.automic.com.au
THIS NOTICE OF ANNUAL GENERAL 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.
SHOULD YOU WISH TO DISCUSS THE MATTERS IN THIS NOTICE OF ANNUAL GENERAL
MEETING PLEASE DO NOT HESITATE TO CONTACT THE JOINT COMPANY
SECRETARIES ON (02) 9223 3344.
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CONTENTS PAGE
Time and Place of Meeting and How to Vote 1
Letter from the Chair 3
Notice of Annual General Meeting 4
Explanatory Memorandum 11
TIME AND PLACE OF MEETING AND HOW TO VOTE
VENUE
Notice is hereby given that the Annual General Meeting of the Shareholders of OncoSil Medical
Limited ACN 113 824 141 (Company) will be held as a virtual meeting at 11.00am (AEDT) on
Wednesday, 18 November 2026 (Annual General Meeting).
YOUR VOTE IS IMPORTANT
The business of the Annual General Meeting affects your shareholding, and your vote is important.
VOTING BY PROXY
To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Automic, GPO Box 5193, Sydney NSW 2001; or
(b) facsimile to Automic, on facsimile number +61 2 8583 3040; or
(c) in person to Automic at Level 5, 126 Phillip Street, Sydney NSW 2000; or
(d) by email to meetings@automicgroup.com.au; or
(e) online at https://portal.automic.com.au/investor/home
so that it is received not later than 11.00am (AEDT) on Monday, 16 November 2026.
Proxy forms received later than this time will be invalid.
In accordance with section 249L of the Corporations Act, members are advised that:
• each member has a right to appoint a proxy;
• the proxy need not be a member of the Company; and
• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the
proportion or number of votes each proxy is appointed to exercise. If the member appoints 2
proxiesand the appointment does notspecifythe 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.
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:
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• 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).
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:
o the proxy is not recorded as attending the Meeting;
o 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 Online
The Company is pleased to provide shareholders with the opportunity to attend and participate in
the Meeting through an online meeting platform, where shareholders will be able to watch, listen,
ask questions and vote online.
Shareholders that have an existing account with Automic will be able to watch, listen, and vote
online.
Shareholders who do not have an account with Automic are strongly encouraged to register for an
account as soon as possible and well in advance of the Meeting to avoid any delays on the day of
the Meeting. An account can be created via the following link investor.automic.com.au and then
clicking on “register” and following the prompts. Shareholders will require their holder number
(Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an
account with Automic.
To access the virtual meeting on the day:
1. Open your internet browser and go to investor.automic.com.au
2. Login with your username and password or click “register” if you haven’t already created an
account. Shareholders are encouraged to create an account prior to the start of the meeting to
ensure there is no delay in attending the virtual meeting
3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is
open for registration, click on “Register” when this appears. Alternatively, click on “Meetings” on
the left hand menu bar to join the meeting.
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4. Click on “Join Meeting” and follow the prompts on screen to register and vote.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary on nova.taylor@Bio101.com.
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LETTER FROM THE CHAIR
Dear Shareholder,
I am pleased to invite you to the 2026 OncoSil Medical Limited Annual General Meeting which will
be held as a virtual meeting on Wednesday, 18 November 2026, commencing 11.00am (AEDT).
Enclosed with the Notice of Annual General Meeting is your personalised proxy form.The following
pages contain details of the items of businessthat you will be able to vote on at the Annual General
Meeting.
The Resolutions contained in this Notice deal with the following:
• statutory requirements for the remuneration report;
• re-election of Ms Lelde Smits as a Director of the Company;
• approval of updated Omnibus Incentive Plan;
• proposed issue of Options to Mr Nigel Lange;
• proposed issue of Options to Dr Thomas Duthy;
• proposed issue of Options to Ms Lelde Smits;
• approval of 10% placement facility; and
• ratification of the issue of placement shares.
We look forward to the coming year, as we continue to make a difference through our critical
mission of transforming the prognosisof pancreatic cancer. Thank you once again for your ongoing
support.
If you are unable to attend, please ensure that you fill and return your personalised proxy form
which has been delivered by mail or electronically.
Yours sincerely,
Dr Thomas Duthy
Chair
19 October 2026
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NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Annual General Meeting of Shareholders of the Company will be held as a
virtual meeting on Wednesday, 18 November 2026, commencing at 11.00am (AEDT).
The Explanatory Memorandum to this Notice of Annual General Meeting provides information on
matters to be considered at the Annual General Meeting. The Explanatory Memorandum and the
proxy form are part of this Notice of Annual General 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 of the Company at 11.00am (AEDT) on Monday, 16 November 2026.
Terms and abbreviations used in this Notice of Meeting and Explanatory Memorandum are defined
in the Glossary.
AGENDA – GENERAL BUSINESS
REPORTS AND ACCOUNTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2026
The first item on the agenda for the Notice of Annual General Meeting deals with the presentation
of the Company’s Annual Financial Report for the year ended 30 June 2026 (2026 AnnualReport)
together with the declaration of the Directors, the Director’s report, the Remuneration Report and
the auditor’s report.
Shareholders should consider this document and raise any matters of interest with the Directors
when this item is being considered.
No Resolution is required to be moved in respect of this item of business.
RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
During this item of business, Shareholders at the Meeting may comment on and ask questions
about the remuneration report which appears in the 2026 Annual Report.
Resolution 1 is to consider and, if thought fit, to pass the following Resolution as a non-binding
ordinary Resolution:
“That, for the purpose of Section 250R (2) of the Corporations Act and for all other purposes, the
Companyadoptsthe Remuneration Reportasset outin the Directors’Report in the Annual Report
for the year ended 30 June 2026."
Short Explanation:
Section 300A of the Corporations Act requires the Directors’ Report to contain a remuneration
reportcontaining information about the Board’s policy for determining the nature and amountof the
remuneration of Directors and Senior Management. The report must also explain the relationship
between the remuneration policy and the Company’s performance. Sections 250R (2) and 250R
(3) of the Corporations Act provide that the vote on the adoption of the remuneration report is
advisory only and does not bind the Directors or the Company.
Note: the vote on this Resolution is advisory only and does not bind the Directors or the
Company.
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RESOLUTION 2 – RE-ELECTION OF MS LELDE SMITS
To consider and, if thought fit, to pass the following Resolution as an ordinary Resolution:
“To re-elect Ms Lelde Smits who retires by rotation in accordance with Listing Rule 14.5 and clause
13.2 of the Company’s Constitution, and being eligible, offers herself for re-election as a Director.”
RESOLUTION 3 – APPROVAL OF OMNIBUS PLAN
To consider and, if thought fit, to pass the following Resolution as an ordinary Resolution:
“That the shareholders approve the Company's Omnibus Incentive Plan for the purposes of ASX
Listing Rule 7.2 Exception 13(b), sections 200B, 200E and 259B(2) of the Corporations Act 2001,
and for all other purposes, as laid before the meeting, a copy of which is available for inspection at
the registered office of the Company (during normal business hours)."
RESOLUTION 4 – APPROVAL OF ISSUE OF OPTIONS TO MR NIGEL LANGE
To consider and, if thought fit, to pass the following Resolution as an ordinary Resolution:
"For the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue
to Mr Nigel Lange, being a Director of the Company, or his nominee of 283,654 Options pursuant
to the Company's Omnibus Incentive Plan for nil consideration in accordance with the terms and
conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”
RESOLUTION 5 – APPROVAL OF ISSUE OF OPTIONS TO DR THOMAS DUTHY
To consider and, if thought fit, to pass the following Resolution as an ordinary Resolution:
"For the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue
to Dr Thomas Duthy, being a Director of the Company, or his nominee of Options pursuant to the
Company's Omnibus Incentive Plan on the terms and conditions set out in the Explanatory
Memorandum accompanying this Notice of Meeting.”
RESOLUTION 6 – APPROVAL OF ISSUE OF OPTIONS TO MS LELDE SMITS
To consider and, if thought fit, to pass the following Resolution as an ordinary Resolution:
"For the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue
to Ms Lelde Smits, being a Director of the Company, or her nominee of Options pursuant to the
Company's Omnibus Incentive Plan on the terms and conditions set out in the Explanatory
Memorandum accompanying this Notice of Meeting.”
RESOLUTION 7 – APPROVAL OF 10% PLACEMENT FACILITY
To consider and, if thought fit, to pass the following Resolution as a special Resolution:
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"That for the purposes of ASX Listing Rule 7.1A, Shareholders approve the Company having the
capacity to issue fully paid Ordinary Shares in the capital of the Company up to the maximum
number permitted under ASX Listing Rule 7.1A.2 at an issue price which is not less than 75% of
the volume weighted average market (closing) price of the Company’s Ordinary Shares calculated
over the last fifteen (15) days on which trades of the Company’s Ordinary Shares were recorded
on ASX immediately before the date on which the issue price is agreed or the date the issue is
made as described in the Explanatory Memorandum which accompanies this Notice.”
Voting Note:
If as at the time of the Meeting, the Company:
• is included in the S&P/ASX 300 Index; and
• has a market capitalisation of greater than AU$300 million,
then this Resolution 7 will be withdrawn.
RESOLUTION 8: RATIFICATION OF PRIOR ISSUES OF PLACEMENT SHARES
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, shareholders ratify the
allotment and prior issuance of 4,000,000 Shares at an issue price of $1.00 per Share to Regal
Partners pursuant to the Placement on the termsand conditionsin the Explanatory Memorandum."
VOTING EXCLUSION STATEMENTS
As required by the ASX Listing Rules and/or the Corporations Act:
RESOLUTION 1 Voting Exclusion
The Company will disregard any votes cast on Resolution 1 by a member of the Key Management
Personnel and a Closely Related Party of those persons (each a KMP). However, the Company
need not disregard a vote if the vote it is not cast on behalf of a KMP and:
(a) it is cast by a KMP as proxy for a person who is entitled to vote, and is cast in accordance
with the voter's directions on the proxy form; or
(b) it is cast by a KMP being the person chairing the Meeting as proxy for a person who is entitled
to vote, the appointment does not specify the way the proxy is to vote on the Resolution and
the appointment expressly authorises the Chair to exercise the proxy even if the Resolution
is connected directly or indirectly with the remuneration of a member of the Key Management
Personnel.
RESOLUTION 3 Voting Exclusion
The Company will disregard any votes cast in respect of Resolution 3 by or on behalf of a person
who is eligible to participate in the Company's Omnibus Incentive Plan or an associate of that
person (or those persons). However, this does not apply to a vote cast in favour of a resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in
accordance with the directions given to the proxy or attorney to vote on the resolution in that
way; or
(b) 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
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of
a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an associate of a person excluded from voting, on the
resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary
to the holder to vote in that way.
RESOLUTION 4 Voting Exclusion
The Company will disregard any votes cast in respect of Resolution 4 by a person referred to in
Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company's Omnibus Incentive
Plan and or an associate of that person (or those persons). However, this does not apply to a vote
cast in favour of a resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in
accordance with the directions given to the proxy or attorney to vote on the resolution in that
way; or
(b) 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of
a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an associate of a person excluded from voting, on the
resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary
to the holder to vote in that way.
RESOLUTION 5 Voting Exclusion
The Company will disregard any votes cast in respect of Resolution 5 by a person referred to in
Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company's Omnibus Incentive
Plan and or an associate of that person (or those persons). However, this does not apply to a vote
cast in favour of a resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in
accordance with the directions given to the proxy or attorney to vote on the resolution in that
way; or
(b) 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of
a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an associate of a person excluded from voting, on the
resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary
to the holder to vote in that way.
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RESOLUTION 6 Voting Exclusion
The Company will disregard any votes cast in respect of Resolution 6 by a person referred to in
Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Company's Omnibus Incentive
Plan and or an associate of that person (or those persons). However, this does not apply to a vote
cast in favour of a resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in
accordance with the directions given to the proxy or attorney to vote on the resolution in that
way; or
(b) 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of
a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an associate of a person excluded from voting, on the
resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary
to the holder to vote in that way.
RESOLUTION 8 Voting Exclusion
The Company will disregard any votes cast in favour of this Resolution by or on behalf of a person
who participated in the issue, being Regal Partners, or an associate of that person (or those
persons). However, this does not apply to a vote cast in favour of this Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in
accordance with the directions given to the proxy or attorney to vote on the resolution in that
way; or
(b) 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
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of
a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not
excluded from voting, and is not an associate of a person excluded from voting, on the
resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary
to the holder to vote in that way.
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Dated 19 October 2026
BY ORDER OF THE BOARD
Mr Timothy Luscombe and Ms Nova Taylor
Joint Company Secretaries
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EXPLANATORY MEMORANDUM
This Explanatory Memorandum has been prepared for the information of the Shareholders of the
Company in connection with the business to be conducted as the Annual General Meeting of the
Company, to be held as a virtual Meeting on Wednesday, 18 November 2026 commencing at
11.00am (AEDT).
The purpose of this Explanatory Memorandum is to provide information that the Directors believe
to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of
Annual General Meeting.
REPORTS AND ACCOUNTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2026
In accordance with the Constitution, the business of the Meeting will include receipt and
consideration of the 2026 Annual 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.
At the Meeting, Shareholders will be offered the opportunity to:
(a) discuss the 2026 Annual Report;
(b) ask questions or make comments on the management of the Company; and
(c) ask the auditor questions about:
(i) the preparation and content of the auditor’s report;
(ii) the conduct of the audit;
(iii) accounting policies adopted by the Company in relation to the preparation
of the financial statements; and
(iv) the independence of the auditor in relation to the conduct of the audit.
The Company will not provide a hard copy of the 2026 Annual Report to Shareholders unless
specifically requested to do so. The 2026 Annual Report is available on its website at
https://www.oncosil.com.
RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
General
The Corporations Act requires that at a listed company’s Annual General Meeting, a Resolution
that the Remuneration Report be adopted must be put to the Shareholders. However, such a
Resolution is advisory only and does not bind the Company or the Directors of the Company.
The Remuneration Report sets out the Company’s remuneration arrangements for the Directors
and Senior Management of the Company. The Remuneration Report is part of the Directors’ report
contained in the Annual Financial Report of the Company for a financial year. The Chair of the
Meeting must allow a reasonable opportunity for its Shareholders to ask questions about or make
comments on the Remuneration Report at the Annual General Meeting.
Voting consequences
Under the Corporations Act, listed entities are required to put to the vote a Resolution that the
Remuneration Report section of the Directors’ Report be adopted. This Remuneration Report can
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be found in the 2026 Annual Report. It sets out a range of matters relating to the remuneration of
Directors, the Company Secretary and Senior Executives of the Company.
A vote on this Resolution is advisory only and does not bind the Directors or the Company. A copy
of the 2026 Annual Report can be found on the Company's website at https://www.oncosil.com.
The Corporations Act provides that:
(a) members of the Key Management Personnel whose remuneration details are included in the
Remuneration Report (and any Closely Related Party of those members) are not permitted to
vote on a Resolution to approve the Remuneration Report, and
(b) if the vote to approve the Remuneration Report receives a “no” vote by at least 25% of the
votes cast, this will constitute a “first strike”.
Recommendation
As set outin the Notice of Annual General Meeting,any member of the Key Management Personnel
whose remuneration details are included in the Remuneration Report, together with a Closely
Related Party of those members, are excluded from casting a vote on Resolution 1.
Accordingly, the Board abstains from making a recommendation in relation to Resolution 1.
The Chair intends to exercise all undirected proxies in favour of Resolution 1.
RESOLUTION 2 – RE-ELECTION OF MS LELDE SMITS
Clause 13.2 of the Constitution of the Company, and ASX Listing Rule 14.5, provide that at each
Annual General Meeting one-third of the Directors, if their number is not a multiple of 3, then the
number nearest to one-third of the Directors must retire from office, and that a Director must not
hold office,without re-election, for more than 3 years. Ms Lelde Smits was elected at the Company's
Annual General Meeting dated 19 November 2025.
In accordance with clause 13.2 of the Constitution of the Company, Ms Lelde Smits (being the
Director longest in office since their respective elections) is due to retire, is eligible for re-election
and has submitted herself for re-election at this Annual General Meeting.
Ms Lelde Smits is an award-winning entrepreneur,director and leader with a significanttrack record
advising more than 500 ASX-listed management teams and Boards and serving as a Director on
Australian Shareholders’ Association from 2021 - 2026. Ms Lelde Smits was awarded Director of
the Year by Women in Finance in 2024 and 2022.
Commencing her career as a journalist, Ms Lelde Smits gained extensive global financial markets
experience through producing and presenting thousands of finance reports and CEO interviews as
a broadcast finance journalist in Australia and as a New York markets contributor for the Australian
Financial Review, reporting from Wall Street, U.S.A.
Extensive ASX listed company experience and formal education foundations propelled Ms Lelde
Smits to advise and contribute to more entrepreneurial ventures and boards through governance,
strategy and risk oversight and marketing, brand, communications and corporate affairs oversight
in the investment community.
Ms Lelde Smits is a graduate of Australian Institute of Company Directors’ (AICD) Company
DirectorsCourse, has secured a Diploma of Investor Relations from Australasian Investor Relations
Association (AIRA) and a Master of Arts in Journalism from University of Technology, Sydney
(UTS).
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Recommendation
The Directors (in the absence of Ms Lelde Smits) strongly recommend that Shareholders vote in
favour of Resolution 2. Due to the interest she has in the outcome of Resolution 2, Ms Lelde Smits
makes no recommendation to Shareholders in relation to Resolution 2.
The Chair intends to exercise all undirected proxies in favour of Resolution 2.
RESOLUTION 3 – APPROVAL OF OMNIBUS PLAN
Background
The Board remains committed to incentivising and retaining all the Company’s key management
personnel (senior managers, directors and other key management) in a manner which promotes
alignment of their interests with shareholder interests, whilst at the same time offering eligible
participants market-competitive remuneration arrangements. The Company desires to maintain
maximum ability to raise capital in accordance with ASX Listing Rule 7.1 without seeking prior
shareholder approval.
The Board also seeks to have the flexibility to be able to issue a range of employee incentives,
recognising that different types of incentives may suit different employees at different times and
under different circumstances.
In 2021 the Board adopted, and shareholders approved, one overall plan, an Omnibus Incentive
Plan, which was subsequently refreshed at the extraordinary General Meeting held on 29 May
2025. The Board has resolved to adopt a new Omnibus Incentive Plan (Omnibus Plan or Plan) to
take account of recent changes to the Corporations Act relating to employee share schemes. The
adoption of the Incentive Plan took effect on the date of this Notice of Meeting (being 19 October
2026)
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