Announcement PDF www.felix.net Unit 1F, 24 Macquarie St, Teneriffe 4005 QLD Felix Group Holdings Ltd (ACN: 159 858 509) ASX Announcement 2 September 2025 Notice of General Meeting & Voting Form The general meeting (General Meeting) of Felix Group Holdings Limited (ASX : FLX) (Felix or Company) is scheduled to be held on Thursday, 2 October 2025 at 11:00am AEST (Melbourne time). The Letter to Shareholders, Notice of General Meeting and Proxy Form dispatched to Shareholders today are attached. Authorised for release by: James Frayne Company Secretary Felix Group Holdings Ltd For further information please contact: Company James Frayne Company Secretary Mobile: +61 401 663 177 Email: investors@felix.net Investors Harry Halstead Vesparum Capital Phone: +61 3 8582 4800 Email: felix@vesparum.com About Felix – see more at felix.net Felix operates a cloud-based enterprise Software as a Service (SaaS) procurement management platform and vendor marketplace. Felix connects contractors and third-party vendors by digitising, automating, and streamlining a range of critical procurement-related business processes – reducing supply chain risk and improving transparency and governance. Dear Shareholder, Upcoming General Meeting of Shareholders The General Meeting of Felix Group Holdings Limited ACN 159 858 509 ("Company" or "Felix") is scheduled to be held at Thomson Geer, Level 23, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000 on 2 October 2025 at 11:00 a.m. AEST (Melbourne time) (Meeting). The Company strongly encourages Shareholders to lodge a directed proxy form by 30 September 2025 at 11:00 a.m. AEST (Melbourne time). Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the Meeting, for example by preparing answers in advance to Shareholders’ questions. Further details on how to participate in the Meeting are set out in the notice of meeting (Notice of Meeting). The Notice of Meeting can be viewed and downloaded from: www.computershare.com.au/FLX. You will require your Control Number and SRN/HIN which can be found on your Proxy Form or Notice and Access letter. Shareholders who have nominated an email address and have elected to receive electronic communications from the Company, will receive an email to their nominated email address with a link to an electronic copy of the important Meeting documents. In accordance with sections 110C-110K the Corporations Act 2001 (Cth), no hard copy of the Notice of Meeting and Explanatory Statement will be circulated, unless a shareholder has requested a hard copy. If you are unable to access any of the important Meeting documents online or if you wish to receive a hard copy of the Notice of Meeting please contact our share registry, Computershare, on 1300 850 505 (within Australia) or +61 3 9415 4024 (outside Australia) or visit www.investorcentre.com/contact. Your right to elect to receive documents electronically or in hard copy Felix will no longer send a hard copy of the Meeting documents unless a shareholder requests a copy to be mailed. We encourage all shareholders to provide an email address so that we can send investor communications electronically when they become available online, which includes items such as meeting documents and annual reports. Shareholders can still elect to receive some or all of their communications in hard copy or electronic form or elect not to receive certain documents such as annual reports in hard copy. To review your communications preferences or sign up to receive your shareholder communications via email, please update your communication preferences at http://www.investorcentre.com/au. If you are a shareholder and would like a hard copy of a communication, need further information about the options available to you or have questions about your holding, contact the Company Secretary, Mr James Gregory Forrest Frayne by email at james.frayne@felix.net or contact our share registry, Computershare, on 1300 850 505 (within Australia) or +61 3 9415 4024 (outside Australia) or visit www.investorcentre.com/contact. Michael Bushby Chairman Felix Group Holdings Limited Notice of General Meeting & Explanatory Statement Felix Group Holdings Limited ACN 159 858 509 To be held at: In person – Thomson Geer, Level 23, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000 To be held on: Thursday, 2 October 2025 Commencing at: 11 a.m. AEST (Melbourne time) Important Information This Notice of General Meeting & Explanatory Statement 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. Notice of General Meeting & Explanatory Statement Page 2 Important dates Deadline for lodgement of Proxy Forms for the General Meeting 11 a.m. AEST (Melbourne time) on Tuesday, 30 September 2025 General Meeting 11 a.m. AEST (Melbourne time) on Thursday, 2 October 2025 Anticipated issue date of: Wednesday, 8 October 2025 • Tranche 2 Placement Shares; • Tranche 1 Placement Options and Tranche 2 Placement Options; and • Broker Options. Anticipated completion of Proposed Acquisition and issue of: • Consideration Shares; and • Earn-Out Performance Rights. Wednesday, 8 October 2025 Notice of General Meeting & Explanatory Statement Page 3 Letter from the Chair Dear Shareholders, We are pleased to invite you to the General Meeting of Felix Group Holdings Limited ACN 159 858 509 (Company). We are holding the General Meeting in person at Thomson Geer, Level 23, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000. Background to the Resolutions On 19 August 2025, the Company announced the following: (a) The Company had received firm commitments for a placement of 72,727,273 new fully-paid ordinary shares in the Company under an underwritten placement, to sophisticated, professional and institutional investors, at a price of $0.22 per Share (Placement) to raise approximately $16.0 million (before costs). (b) Under the Placement, the Company will offer five (5) free attaching Options for every seven (7) new Shares subscribed for. Such Options will have an exercise price of $0.31 per Option and will expire 5 years following their issue. (c) Additionally, the Company will offer a non-underwritten share purchase plan (SPP), to raise a maximum of $1.0 million, to existing Eligible Shareholders at a price of $0.21 per Share (before costs). (d) The Company had entered into a Share Sale and Purchase Agreement to acquire 100% of the issued share capital in Nexvia Pty Ltd, a SaaS platform, providing project and business management solutions to project-led Vendor SMEs. A summary of the Share Purchase Agreement is contained in Schedule 1 of this Notice of General Meeting. (e) Under the Share Sale and Purchase Agreement, the Company will pay the following consideration to the shareholders of Nexvia Pty Ltd on a pro-rata basis: (i) $6.0 million in cash 1; (ii) 16,363,636 Shares (Consideration Shares); and (iii) 9,600,000 Earn-Out Performance Rights (Earn-Out Performance Rights). With respect to the: (a) Placement - The Shares issued under the Placement (Placement Shares) are to be issued in two tranches: (i) 24,545,455 Placement Shares were issued on 27 August 2025 (Tranche 1 Placement Shares); and (ii) 48,181,818 Placement Shares are proposed to be issued on or around 8 October 2025, subject to receiving Shareholder approval at the General Meeting (Tranche 2 Placement Shares). All Tranche 2 Placement Shares proposed to be issued to a Related Party of the Company, are subject to Shareholder approval. The Options to be issued under the Placement (Placement Options) are proposed to be issued as follows: (i) 17,532,467 Placement Options which were free attaching to the Tranche 1 Placement Shares are proposed to be issued on or around 8 October 2025, subject to receiving Shareholder approval at the General Meeting (Tranche 1 Placement Options). In the 1 The Company will also pay an additional $275,000 by way of loan to assist Nexvia employee optionholders exercise their options contemporaneously with completion, this amount will be repaid by those optionholders to Nexvia in reduction of that loan and will remain on the Nexvia balance sheet. Notice of General Meeting & Explanatory Statement Page 4 event Shareholder approval is not provided for the Tranche 1 Placement Options, the Tranche 1 Placement Options will not be issued; and (ii) 34,415,584 Placement Options which are free attaching to the Tranche 2 Placement Shares are proposed to be issued on or around 8 October 2025, subject to receiving Shareholder approval at the General Meeting (Tranche 2 Placement Options). In the event Shareholder approval is not provided for the Tranche 2 Placement Options, the Tranche 2 Placement Options will not be issued. (b) SPP - It is proposed that the Shares to be issued under the SPP (SPP Shares) will be issued on 15 September 2025. (c) Proposed Acquisition – The Consideration Shares and Earn-Out Performance Rights are proposed to be issued on or around 8 October 2025, subject to receiving Shareholder approval at the General Meeting. Further, Canaccord Genuity (Australia) Limited acted as Lead Manager, Global Bookrunner and Underwriter to the Placement. Canaccord Genuity Limited will be issued with 5,905,254 Options, exercisable at $0.33 per Option and expiring 3 years from the date of their issue (Broker Options). Snapshot of the Resolutions The Resolutions to be put to Shareholders at the General Meeting are as follows: (a) Resolution 1 seeks Shareholder approval for the ratification of the issue of the Tranche 1 Placement Shares under ASX Listing Rule 7.4; (b) Resolution 2 seeks Shareholder approval for the issue of the Tranche 2 Placement Shares under ASX Listing Rule 7.1; (c) Resolution 3 seeks Shareholder approval for the issue of the Tranche 1 Placement Options and Tranche 2 Placement Options under ASX Listing Rule 7.1; (d) Resolution 4(a) seeks Shareholder approval for the issue of a number of the Tranche 2 Placement Shares to a related entity of George Rolleston, a Director, under ASX Listing Rule 10.11. These Tranche 2 Placement Shares are being issued on the same terms as the Tranche 1 Placement Shares and Tranche 2 Placement Shares under the Placement; (e) Resolution 4(b) seeks Shareholder approval for the issue of a number of the Tranche 2 Placement Options to a related entity of George Rolleston, a Director, under ASX Listing Rule 10.11. These Tranche 2 Placement Options are being issued on the same terms as the Tranche 1 Placement Options and Tranche 2 Placement Options under the Placement; (f) Resolution 5(a) seeks Shareholder approval for the issue of a number of the Tranche 2 Placement Shares to a related entity of Rob Phillpot, a Director, under ASX Listing Rule 10.11. These Tranche 2 Placement Shares are being issued on the same terms as the Tranche 1 Placement Shares and Tranche 2 Placement Shares under the Placement; (g) Resolution 5(b) seeks Shareholder approval for the issue of a number of the Tranche 2 Placement Options to a related entity of Rob Phillpot, a Director, under ASX Listing Rule 10.11. These Tranche 2 Placement Options are being issued on the same terms as the Tranche 1 Placement Options and Tranche 2 Placement Options under the Placement; (h) Resolution 6 seeks Shareholder approval for the issue of the Broker Options under ASX Listing Rule 7.1; (i) Resolution 7 seeks Shareholder approval for the issue of the Consideration Shares under ASX Listing Rule 7.1; and (j) Resolution 8 seeks Shareholder approval for the issue of the Earn-Out Performance Rights under ASX Listing Rule 7.1, (together, the Resolutions). Proceeds of Placement and SPP Notice of General Meeting & Explanatory Statement Page 5 Proceeds of the SPP Offer and Placement Assuming the SPP is subscribed to the SPP Capped Amount of $1.0m ($m) Funding the cash component of the Proposed Acquisition of Nexvia $6.275m Organic growth initiatives $5.5m Integration costs $0.5m Working capital $3.725m Expenses of the SPP and Placement Total $1.0m $17.0 million Capital structure The following table details the projected capital structure of the Company after completion of the Placement, SPP and the Proposed Acquisition: Current capital structure Issued capital of the Company prior to completion of the Proposed Acquisition, Placement and SPP 205,410,631 Shares 4,586,428 Options 7,776,475 Performance Rights Placement Tranche 1 Placement Shares 24,545,455 Shares Tranche 2 Placement Shares (following Shareholder approval) 48,181,818 Shares Tranche 1 Placement Options & Tranche 2 Placement Options (following Shareholder approval) 51,948,052 Options Broker Options 5,905,254 Options SPP SPP New Shares (to all Eligible Shareholders) up to the SPP Capped Amount of $1.0m 4,761,905 Shares Proposed Acquisition Consideration Shares (following Shareholder approval) 16,363,636 Shares Earn-Out Performance Rights (following Shareholder approval) 9,600,000 Earn-Out Performance Rights Projected issued capital after completion of the Placement, SPP and Proposed Acquisition (undiluted) 299,263,445 Shares 62,439,734 Options 17,376,475 Performance Rights Projected share capital after completion of the Placement, SPP and Proposed Acquisition (fully diluted) 379,079,654 Shares Booklet All of the Directors entitled to make a recommendation in respect of a particular Resolution recommend that you vote in favour of adopting that Resolution. With respect to the General Meeting, this booklet contains the following: Notice of General Meeting & Explanatory Statement Page 6 • The Notice of General Meeting for the General Meeting which contains information about the business to be conducted at the General Meeting, including the Resolutions to be put to the Shareholders at the General Meeting (see Section B). • Information explaining the business to be conducted at the General Meeting (see the Explanatory Statement at Section D). • Information on how to vote and how to appoint a proxy to vote on the Resolutions to be passed at the General Meeting (see Section C). Please read the whole of this booklet carefully as it provides important information on the General Meeting, items of business and the Resolutions that you, as a Shareholder, are being asked to vote on. Questions Should you wish to discuss the matters in this Notice of General Meeting & Explanatory Statement, please do not hesitate to contact the Company Secretary, Mr James Frayne, on +61 401 663 177 or by email at james.frayne@felix.net. By order of the Board Dated: 2 September 2025 Michael Bushby – Chair Felix Group Holdings Limited Notice of General Meeting & Explanatory Statement Page 7 Section A – Glossary $ Australian dollars. AEST Australian Eastern Standard Time. General Meeting The general meeting of Shareholders convened by the Notice of General Meeting. ASIC The Australian Securities & Investments Commission. ASX The Australian Securities Exchange operated by ASX Limited. ASX Listing Rules or Listing Rules The listing rules of the ASX. Board The board of Directors of the Company. Broker Options The 5,905,254 Options proposed to be issued to Canaccord Genuity Limited as Lead Manager, Global Bookrunner and Underwriter. Business Day A day that is not a Saturday, Sunday or public holiday and on which banks are open for business generally in Melbourne, Victoria. Chair or Chairman The chairman of the General Meeting, Mr Michael Bushby. Company or Felix Felix Group Holdings Limited ACN 159 858 509. Completion Means the date of completion of the Proposed Acquisition. Consideration Shares The 16,363,636 Shares to be issued to the sellers of 100% of the issued share capital in Nexvia as part consideration with respect to the Proposed Acquisition. The issue of the Consideration Shares is subject to Shareholder approval. Constitution The constitution of the Company. Corporations Act The Corporations Act 2001 (Cth). Corporations Regulations The Corporations Regulations 2001 (Cth). Directors The directors of the Company and Director means any one of them. Earn-Out The earn-out component of the Proposed Acquisition. Earn-Out Performance Rights The 9,600,000 performance rights to be issued to the sellers of 100% of the issued share capital in Nexvia as part of the Earn-Out for the Proposed Acquisition (which will be convertible into Shares subject to satisfaction of the relevant revenue hurdles). The issue of the Earn-Out Performance Rights is subject to Shareholder approval. Eligible Shareholders The Shareholders eligible to participate in the SPP. Equity Securities Any type of security in the Company, including a Share, Option, unit, convertible security, and as otherwise defined in the ASX Listing Rules. Felix Incentive Plan The Employee Incentive Plan, approved by the Board on 22 August 2024. Explanatory Statement The explanatory statement accompanying the Notice of General Meeting and contained in Section D to this booklet. Financial Report Has the meaning given to that term in paragraph 1.1 of the Explanatory Statement. Glossary The glossary contained in Section A to this booklet. Key Management Personnel Has the meaning given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company. Notice of General Meeting & Explanatory Statement Page 8 Nexvia Nexvia Pty Ltd ACN 613 107 252. Notice of General Meeting The notice of the General Meeting accompanying the Explanatory Statement for the General Meeting and contained in Section B. Option An option to subscribe for a Share in the Company. Performance Right A right to receive a Share in the Company subject to certain performance conditions being met. Placement A placement of 72,727,273 new fully-paid ordinary shares in the Company, to sophisticated, professional and institutional investors, at a price of A$0.22 per Share to raise approximately A$16.0 million (before costs), together with five free attaching Placement Options exercisable at $0.31 each on or before the date that is 5 years following their issue for every seven Placement Shares issued. The Placement is underwritten. Placement Options An Option offered under the Placement (five free attaching Placement Options for every seven Placement Shares) exercisable at $0.31 per Option on or before the date that is 5 years following issue of the Placement Option. The terms of which are detailed in Schedule 2. The Placement Options consist of the Tranche 1 Placement Options and the Tranche 2 Placement Options. Placement Participants Has the meaning given in paragraph 4.1 of the Explanatory Statement. Placement Participation Has the meaning given in paragraph 4.1 of the Explanatory Statement. Placement Shares The Shares offered under the Placement. The Placement Shares consist of the Tranche 1 Placement Shares and the Tranche 2 Placement Shares. Proposed Acquisition The proposed acquisition by the Company of 100% of the issued share capital in Nexvia. Refer to Schedule 1 for a summary of the terms of the Proposed Acquisition. Proxy Form The online proxy form. If you require a paper proxy form, please contact the Share Registry, Computershare Investor Services Pty Limited, on 1300 850 505 (within Australia) (outside Australia) or online at or +61 3 9415 4000 www.investorcentre.com/contact. Proxy forms can be submitted as detailed in Section C of this Notice of General Meeting. Related Party Has the meaning given in ASX Listing Rule 19.12. Resolution(s) The resolution(s) contained in the Notice of General Meeting. Shareholders The holders of all Shares issued in the Company and Shareholder means any one of them. Share Sale and Purchase Agreement The share sale and purchase agreement entered into between the Company (as the buyer), all of the shareholders of Nexvia (as the sellers) and the controllers of the shareholders of Nexvia (as guarantor), documenting the Proposed Acquisition. Refer to the ASX Announcement issued on 19 August 2025 for more details. Shares The ordinary shares on issue in the share capital of the Company and Share means any one of them. SPP or SPP Offer The offer to each Eligible Shareholder to subscribe for up to $30,000 of SPP Shares at an issue price of $0.21 per Share to raise up to $1,000,000 before costs (SPP Offer). The SPP Offer is not underwritten. SPP Capped Amount $1.0 million. SPP Shares A Share offered under the SPP at an issue price of $0.21 per Share. Notice of General Meeting & Explanatory Statement Page 9 Subsidiaries Has the meaning given in section 9 of the Corporations Act. Trading Day Has the meaning given in ASX Listing Rule 19.12. Tranche 1 Placement Means the placement of the Tranche 1 Placement Shares. Tranche 1 Placement Options Means the 17,532,467 Placement Options which were free attaching to the Tranche 1 Placement Shares, proposed to be issued on or around 8 October 2025, subject to receiving Shareholder approval at the General Meeting. Tranche 1 Placement Shares Means the 24,545,455 Shares issued on 27 August 2025 as part of the Placement. Tranche 2 Placement Means the placement of the Tranche 2 Placement Shares. Tranche 2 Placement Options Means the 34,415,584 Placement Options which are free attaching to the Tranche 2 Placement Shares proposed to be issued on or around 8 October 2025, subject to receiving Shareholder approval at the General Meeting. Tranche 2 Placement Shares Means the 48,181,818 Shares proposed to be issued on or around 8 October 2025, subject to receiving Shareholder approval at the General Meeting, as part of the Placement. Notice of General Meeting & Explanatory Statement Page 10 Section B – Notice of General Meeting Time and place Notice is hereby given that the General Meeting will be held as follows: • Held: at Thomson Geer, Level 23, Rialto South Tower, 525 Collins Street, Melbourne VIC 3000 • Commencing: at 11 a.m. AEST (Melbourne time) on Thursday, 2 October 2025. Explanatory Statement The Explanatory Statement which accompanies and forms part of this Notice of General Meeting describes the matters to be considered at the General Meeting. Defined terms Terms used in this Notice of General Meeting have the meaning given to them in the Glossary in Section A of this Notice of General Meeting & Explanatory Statement. SPECIAL BUSINESS 1. Resolution 1: Ratification of Tranche 1 Placement Shares issued under ASX Listing Rule 7.1 To consider and, if thought fit, 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 Company's prior issue of 24,545,455 Tranche 1 Placement Shares issued under ASX Listing Rule 7.1 at an issue price of $0.22 per Tranche 1 Placement Share on the terms and conditions set out in the Explanatory Statement." Short explanation On 27 August 2025, the Company issued 24,545,455 Tranche 1 Placement Shares to sophisticated, professional and institutional investors at an issue price of $0.22 per Tranche 1 Placement Share. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities (which includes Shares) during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period (15% Placement Capacity). The 24,545,455 Tranche 1 Placement Shares were issued within the 15% Placement Capacity. Approval under ASX Listing Rule 7.4 is being sought to ratify the issue of the Tranche 1 Placement Shares and re-set the 15% Placement Capacity. Voting Exclusion Statement The Company will disregard any votes cast in favour of the Resolution by or on behalf of: • any person who participated in the issue of the Tranche 1 Placement Shares; or • an associate of that person or persons. However, this does not apply to a vote cast in favour of the Resolution by: • a person or 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 • 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 • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Notice of General Meeting & Explanatory Statement Page 11 2. Resolution 2: Authority to issue Tranche 2 Placement Shares under ASX Listing Rule 7.1 To consider and, if thought fit, pass the following Resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue 48,181,818 Tranche 2 Placement Shares at an issue price of $0.22 per Tranche 2 Placement Share on the terms and conditions set out in the Explanatory Statement.” Short explanation: The Company will (subject to Shareholder approval) issue 48,181,818 Tranche 2 Placement Shares to sophisticated, professional and institutional investors at an issue price of $0.22 per Tranche 2 Placement Share. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities (which includes Shares) during any 12-month period than that amount which represents its 15% Placement Capacity. Approval under ASX Listing Rule 7.1 is being sought as the number of Tranche 2 Placement Shares exceeds the 15% Placement Capacity. Voting Exclusion Statement The Company will disregard any votes cast in favour of the Resolution by or on behalf of: • a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity); or • an associate of that person or persons. However, this does not apply to a vote cast in favour of the Resolution by: 3. • a person or 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 • 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 • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 3: Authority to issue Placement Options (consisting of the Tranche 1 Placement Options and Tranche 2 Placement Options) under ASX Listing Rule 7.1 To consider and, if thought fit, pass the following Resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the Company to issue up to 51,948,052 Placement Options and, upon exercise of those Placement Options, the acquisition of the fully paid ordinary shares underlying those Placement Options, on the terms and conditions set out in the Explanatory Statement.” Short explanation The Company will (subject to Shareholder approval) issue the Placement Options to sophisticated, professional and institutional investors at an exercise price of $0.31 per Placement Option to be exercised on or before the date that is 5 years following their issue. ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities (which includes Options) during any 12-month period than that amount which represents its 15% Placement Capacity. Approval under ASX Listing Rule 7.1 is being sought as the number of Placement Options exceeds the 15% Placement Capacity. Voting Exclusion Statement The Company will disregard any votes cast in favour of the Resolution by or on behalf of: • a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity); or • an associate of that person or persons. Notice of General Meeting & Explanatory Statement Page 12 However, this does not apply to a vote cast in favour of the Resolution by: 4. • a person or 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 • 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 • a holder acting solely in a nominee, trustee, cust