Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
Invion Limited ABN 76 094 730 417
Suite 2, Level 11, 385 Bourke Street, Melbourne VIC 3000, Australia
P: +61 3 9692 7222 W: www.inviongroup.com
INVION LIMITED
(ASX: IVX)
28 April 2026
Dear Shareholder
Notice is hereby given that the General Meeting of Shareholders of Invion Limited (the “Company” or “Invion”) will be held
virtually on https://vistra.zoom.us/webinar/register/WN_kCBT1yEISJK3FoZmZevrJA on Friday, 29 May 2026 at 4:00pm
(AEST) (“General Meeting” or “Meeting”).
Virtual General Meeting (GM)
The technology used to hold the Meeting virtually will provide IVX Shareholders with a reasonable opportunity to ask
questions or make comments. Voting at the Meeting is occurring by way of a poll rather than a show of hands, each person
entitled to vote is to be given the opportunity to vote in real time, and this notice of meeting includes information about
how shareholders can participate in the Meeting. IVX Shareholders attending virtually will be taken for all purposes to be in
attendance as if they were physically there.
Shareholders who wish to participate in the GM online may register in advance for the meeting:
https://vistra.zoom.us/webinar/register/WN_kCBT1yEISJK3FoZmZevrJA
When: Friday, 29 May 2026 at 4:00pm (AEST)
Topic: Invion General Meeting
After registering, you will receive a confirmation email containing information about joining the Meeting. The Company
strongly recommends its Shareholders to lodge a directed proxy as soon as possible in advance of the Meeting even if they
are planning to attend the Meeting online. Further information and guidance on how to join the meeting will be available
with the Notice of Meeting.
The Company is happy to accept and answer questions submitted prior to the Meeting by email to
investor@inviongroup.com. Where a written question is raised in respect of the key management personnel of the Company,
the Resolutions to be considered at the Meeting, the Company will address the relevant question during the course of the
Meeting or by written response after the Meeting (subject to the discretion of the Company not to respond to unreasonable
and/or offensive questions).
Notice of Meeting
The Notice of Meeting is available online and has been emailed to shareholders who elected to receive their
communications electronically on Tuesday, 28 April 2026. We will not be mailing hard copies by post. This is following
recent modifications brought to the Corporations Act 2001.
Meeting website
You will be able to download the Notice of Meeting as well as related information and guidance, from our website
https://investors.inviongroup.com/announcements. Our website and the Notice of Meeting will provide you with
everything you need to attend the meeting.
Thank you for your continued support of IVX. I look forward to welcoming you to our Extraordinary General Meeting.
Yours sincerely,
Thian Chew
Chairman & Chief Executive Officer
INVION LIMITED
ACN 094 730 417
Notice of General Meeting
Explanatory Statement and Proxy Form
Date of Meeting:
Friday, 29 May 2026
Time of Meeting:
4.00pm (AEST)
As permitted by the Corporations Act 2001 (Cth), no hard copy of the Notice of Meeting and Explanatory
Statement (Meeting Materials) will be circulated, unless Shareholders have elected to receive the
Meeting Materials in paper form. The Notice of Meeting is also available on the Australian Securities
Exchange Announcement platform and on the Company’s website https://inviongroup.com/.
This Notice of Meeting should be read in its entirety in conjunction with the attached Explanatory Statement
and Independent Expert’s Report. The Independent Expert has concluded that the Proposed Transaction is,
as a whole, fair and reasonable to non-associated Shareholders.
If Shareholders are in any doubt as to how they should vote, they should seek advice from their accountant,
solicitor or other professional adviser 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 3 9692 7222.
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INVION LIMITED
ACN 094 730 417
Registered office: Suite 2, Level 11, 385 Bourke Street, Melbourne, Victoria 3000
NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting of Shareholders of Invion Limited (the “Company” or
“IVX”) will be held virtually on Friday, 29 May 2026 at 4.00pm (AEST) (“General Meeting” or
“Meeting”).
In accordance with rule 9.1(a) of the Company’s Constitution, the Meeting will be held virtually. The
technology used to hold the Meeting virtually will provide Shareholders with a reasonable opportunity
to ask questions or make comments. Voting at the Meeting is occurring by way of a poll rather than
a show of hands, each person entitled to vote is to be given the opportunity to vote in real time, and
this notice of meeting includes information about how Shareholders can participate in the Meeting.
Shareholders attending virtually will be taken for all purposes to be in attendance as if they were
physically there.
Shareholders who wish to participate in the Meeting online may register in advance for the meeting:
https://vistra.zoom.us/webinar/register/WN_kCBT1yEISJK3FoZmZevrJA
When: Friday, 29 May 2026 at 4.00pm (AEST)
Topic: IVX General Meeting
After registering, you will receive a confirmation email containing information about joining the
Meeting. The Company strongly recommends its Shareholders to lodge a directed proxy as soon as
possible in advance of the Meeting even if they are planning to attend the Meeting online. To lodge
your proxy, follow the directions on your personalised proxy form.
Independent Expert’s Report
The Board has commissioned an Independent Expert’s Report prepared by BDO Corporate Finance Ltd
(Independent Expert) in connection with the Proposed Transaction (Resolutions 1 and 2). The
Independent Expert has concluded that the Proposed Transaction is fair and reasonable to non-
associated Shareholders for the purposes of Listing Rule 10.1 and section 611 item 7 of the
Corporations Act.
Shareholders should carefully consider the Independent Expert’s Report, a copy of which is set out in
Annexure C to this Notice of Meeting.
The Company is happy to accept and answer questions submitted prior to the Meeting by email to
melanie.leydin@vistra.com. The Company will address relevant questions during the meeting or by
written response after the Meeting (subject to the discretion of the Company not to respond to
unreasonable and/or offensive questions).
Shareholders should monitor the Company’s website and its ASX announcements for any updates
about the Meeting. If it becomes necessary or appropriate to make alternative arrangements for the
holding or conducting of the meeting, the Company will make further information available through
the ASX website at asx.com.au (ASX: IVX) and on its website at https://www.inviongroup.com/.
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INVION LIMITED
ACN 094 730 417
Registered office: Suite 2, Level 11, 385 Bourke Street, Melbourne, Victoria 3000
AGENDA
The Explanatory Statement and Proxy Form which accompany and form part of this Notice, (including
defined terms) describe in more detail the matters to be considered. Please consider this Notice, the
Explanatory Statement and the Proxy Form in their entirety.
Resolution 1: Approval of Proposed Transaction
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, conditional upon the passing of Resolution 2, for the purpose of ASX Listing Rule 10.1 and for
all other purposes, approval be given for the Company to acquire certain rights to NGPDT from
RMWCG and NGPDT IP HoldCo on the terms and conditions of the Transaction Documents, on the
basis set out in the Explanatory Statement.”
Independent Expert’s Report: Shareholders should carefully consider the Independent Expert’s
Report in Annexure C to this Notice of Meeting for the purpose of Listing Rule 10.1 before voting on
Resolution. The Independent Expert’s Report comments on the fairness and reasonableness of the
matters under this Resolution 1 to non-associated Shareholders. The Independent Expert has
concluded that the Proposed Transaction as a whole is fair and reasonable to non-associated
Shareholders.
Resolution 2: Approval to issue Consideration Shares
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, conditional upon the passing of Resolution 1, for the purpose of section 611 Item 7 of the
Corporations Act 2001 (Cth) and for all other purposes, approval be given for:
(a) subject to relevant milestones being achieved, the issue of up to 36,705,966 Shares at a nil issue
price per Share, to RMWCG on the basis set out in the Explanatory Statement; and
(b) the acquisition by RMWCG and its Associates of a Relevant Interest in the Shares that are allotted
and issued in accordance with paragraph (a).”
Independent Expert’s Report: Shareholders should carefully consider the Independent Expert’s
Report in Annexure C to this Notice of Meeting for the purpose of section 611 Item 7 of the
Corporations Act before voting on this Resolution. The Independent Expert’s Report comments on the
fairness and reasonableness of the matters under this Resolution 2 to non-associated Shareholders.
The Independent Expert has concluded that the Proposed Transaction as a whole is fair and reasonable
to non-associated Shareholders.
Resolution 3: Ratification of prior issue of Convertible Notes
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
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"That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of
578,118 Convertible Notes to the Noteholders, on the basis set out in the Explanatory Statement."
Resolution 4: Approval for issue of Convertible Notes
To consider, and if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of
up to 427,882 Convertible Notes, on the basis set out in the Explanatory Statement."
Resolution 5: Approval for issue of Convertible Notes to Polar Ventures Limited
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, for the purpose of ASX Listing Rule 10.11, and for all other purposes, Shareholders approve the
issue of 244,000 Convertible Notes to Polar Ventures Limited, on the basis set out in the Explanatory
Statement.”
Resolution 6: Issue of Options to the Lead Manager
a) Issue of Listed Options to the Lead Manager
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of
1,564,508 Listed Options, with an exercise price of $0.14 and expiry date of 30 June 2027, to the Lead
Manager (or its nominees), on the basis set out in the Explanatory Statement."
b) Issue of Broker Options to the Lead Manager
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of
551,724 Broker Options, with an exercise price of $0.488 and expiring two years after the date of their
issue, to the Lead Manager (or its nominees), on the basis set out in the Explanatory Statement."
c) Issue of unlisted Options to the Lead Manager
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of
2,000,000 unlisted Options, with an exercise price of $0.14 and expiring three years after the date of
their issue, to the Lead Manager (or its nominees), on the basis set out in the Explanatory Statement."
Resolution 7: Issue of unlisted Options to Mr Alex Berecz
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purpose of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of
128,034 unlisted Options, with a nil exercise price and expiring three years after the date of their issue,
to Mr Alex Berecz, on the basis set out in the Explanatory Statement."
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Resolution 8: Approval of equity-based incentives for Mr Thian Chew
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That, conditional upon the passing of Resolutions 1 and 2, for the purpose of ASX Listing Rule 10.11
and for all other purposes, Shareholders approve the issue of, subject to the relevant milestone being
achieved, up to 5,000,000 Shares and 5,000,000 Listed Options, with an exercise price of $0.14 and
expiry date of 30 June 2027, to Mr Thian Chew (or his nominee), on the basis set out in the Explanatory
Statement.”
Resolution 9: Approval of issue of Options to Directors in lieu of fees
a) Issue of Options to Mr Thian Chew
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the
issue of unlisted Options, with a nil exercise price and expiring three years after the date of their issue,
to Mr Thian Chew (or his nominee) to the value of $127,500 in lieu of a cash payment of Directors’ fees,
on the basis set out in the Explanatory Statement.”
b) Issue of Options to Mr Alan Yamashita
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the
issue of unlisted Options, with a nil exercise price and expiring three years after the date of their issue,
to Mr Alan Yamashita (or his nominee) to the value of $77,549.75 in lieu of a cash payment of Directors’
fees, on the basis set out in the Explanatory Statement.”
c) Issue of Options to Mr Alistair Bennallack
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That for the purpose of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the
issue of unlisted Options, with a nil exercise price and expiring three years after the date of their issue,
to Mr Alistair Bennallack (or his nominee) to the value of $77,549.75 in lieu of a cash payment of
Directors’ fees, on the basis set out in the Explanatory Statement.”
Resolution 10: Approval of issue of Incentive Options to Directors
a) Issue of Incentive Options to Mr Thian Chew
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That for the purpose of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the
issue of 2,541,860 Incentive Options, with an exercise price equal to a 50% premium to the 14-day
VWAP at the date shareholders approve the issue and expiring three years after the date of their issue,
to Mr Thian Chew (or his nominee) on the basis set out in the Explanatory Statement.”
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b) Issue of Incentive Options to Mr Alan Yamashita
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That for the purpose of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the
issue of 317,732 Incentive Options, with an exercise price equal to a 50% premium to the 14-day VWAP
at the date shareholders approve the issue and expiring three years after the date of their issue, to Mr
Alan Yamashita (or his nominee) on the basis set out in the Explanatory Statement.”
c) Issue of Incentive Options to Mr Alistair Bennallack
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“That for the purpose of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the
issue of 317,732 Incentive Options, with an exercise price equal to a 50% premium to the 14-day VWAP
at the date shareholders approve the issue and expiring three years after the date of their issue, to Mr
Alistair Bennallack (or his nominee) on the basis set out in the Explanatory Statement.”
By the order of the Board
Melanie Leydin
Company Secretary
Dated: 28 April 2026
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Notes
1. Entire Notice: The details of the resolution contained in the Explanatory Statement accompanying this Notice of
Meeting should be read together with, and form part of, this Notice of Meeting.
2. Record Date: The Company has determined that for the purpose of the Annual General Meeting, shares will be taken
to be held by the persons who are registered as holding the shares at 7.00pm (AEST) on Wednesday, 27 May 2026.
Only those persons will be entitled to vote at the General Meeting and transfers registered after that time will be
disregarded in determining entitlements to attend and vote at the General Meeting.
3. Voting: In accordance with the rules applicable to general meetings using virtual technology pursuant to section 250J
of the Corporations Act, each of the resolutions proposed at the Meeting will be decided on a poll.
4. Proxies
(a) Votes at the General Meeting may be given personally or by proxy, attorney or representative.
(b) Each Shareholder has a right to appoint one or two proxies.
(c) A proxy need not be a shareholder of the Company.
(d) If a Shareholder is a company it must execute under its common seal or otherwise in accordance with its
constitution or the Corporations Act.
(e) Where a Shareholder is entitled to cast two or more votes, the Shareholder may appoint two proxies and may
specify the proportion or number of votes each proxy is appointed to exercise.
(f) If a Shareholder appoints two proxies, and the appointment does not specify the proportion or number of the
Shareholder’s votes, each proxy may exercise half of the votes. If a Shareholder appoints two proxies, neither
proxy may vote on a show of hands.
(g) A proxy must be signed by the Shareholder or his or her attorney who has not received any notice of revocation
of the authority. Proxies given by corporations must be signed in accordance with the corporation’s
constitution and Corporations Act.
(h) To be effective, Proxy Forms must be received by the Company’s share registry (Boardroom Pty Limited) no
later than 48 hours before the commencement of the General Meeting, 4.00pm (AEST) on Wednesday, 27 May
2026. Any proxy received after that time will not be valid for the scheduled meeting.
5. Corporate Representative
Any corporate Shareholder who has appointed a person to act as its corporate representative at the Meeting should
provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or
her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of
the Meeting or handed in at the Meeting when registering as a corporate representative.
6. How the Chairman will vote Undirected Proxies
The Chair of the meeting will vote undirected proxies in favour of all of the proposed resolutions.
7. Voting Exclusion Statement:
Resolution 1
The Company will disregard any votes cast in favour of the Resolution by or on behalf of RMWCG or NGPDT IP HoldCo,
being the persons disposing of the substantial asset to the entity, and any other person who will obtain a material
benefit as a result of the transaction (except a benefit solely by reason of being a holder of ordinary securities in the
entity), and their associates.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with
directions given to the proxy or attorney to vote on the resolution in that way; or
(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 2
The Company will disregard any votes cast in favour of the Resolution by or on behalf of RMWCG and its associates.
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However, this does not apply to a vote cast in favour of the Resolution by:
(d) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with
directions given to the proxy or attorney to vote on the Resolution in that way; or
(e) 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
(f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(iii) 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
(iv) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 3
The Company will disregard any votes cast in favour of the Resolution by or on behalf of the Noteholders or an associate
of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with
directions given to the proxy or attorney to vote on the Resolution in that way; or
(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 4
The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who is expected
to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by
reason of being a holder of Shares) and any of their associates.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with
directions given to the proxy or attorney to vote on the Resolution in that way; or
(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
The Company will disregard any votes cast in favour of the Resolution by or on behalf of Polar Ventures Limited and
its associates.
However, this does not apply to a vote cast in favour of a resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with
directions given to the proxy or attorney to vote on the resolution in that way; or
(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 6(a), (b) and (c)
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The Company will disregard any votes cast in favour of the Resolutions by or on behalf of the Lead Manager or its
associates.
However, this does not apply to a vote cast in favour of the Resolutions by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with
directions given to the proxy or attorney to vote on the Resolution in that way; or
(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:
(iii) 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
(iv) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 7
The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Alex Berecz or his
associates.
However, this does not apply to a vote cast in favour of a Resolution by:
(d) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with
directions given to the proxy or attorney to vote on the Resolution in that way; or
(e) 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
(f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(v) 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
(vi) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
Resolution 8
The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Thian Chew and his
associates.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with
directions given to the proxy or attorney to vote on the resolution in that way; or
(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.
Further, in accordance with section 250BD(1) of the Corporations Act, a vote must not be cast (in any capacity, including
as a proxy), and the Company will disregard any votes purported to be cast, on Resolution 8 by, or on behalf of, a
member of a KMP voter, unless the KMP voter is casting a vote on the relevant Resolution on behalf of a person who
is not a KMP voter (including as a proxy) and either:
(a) the KMP voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b) the KMP voter is the Chair of the meeting and, the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on the Resolution; and
(ii) 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 for the Company or the
consolidated entity.
If you appoint the Chairman as your proxy and you do not direct the Chairman how to vote, you will be expressly
authorising the Chairman to exercise the proxy even if the relevant Resolution is connected directly or indirectly with
the remuneration of a member of the Key Management Personnel for the Company.
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If the Chair of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 8, the Chair will
vote any proxies which do not indicate on their Proxy Form the way the Chair must vote, in favour of Resolution 8. In
exceptional circumstances, the Chair may change his or her voting intention on the Resolution, in which case an ASX
announcement will be made. Shareholders may also choose to direct the Chair to vote against the Resolution or
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