Notice of Annual General Meeting/Proxy Form
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AUSTRALIAN RARE EARTHS LIMITED
ACN 632 645 302
NOTICE OF ANNUAL GENERAL MEETING
EXPLANATORY MEMORANDUM
Date of Meeting
Thursday, 12 November 2026
Time of Meeting
11:30 am (Adelaide time)
Place of Meeting
Offices of Grant Thornton Australia Limited
Level 3, 170 Frome Street
Adelaide, South Australia
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.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company
Secretary, Mr Noel Whitcher, on (+61) 422 352 961.
Shareholders who are unable to attend the Annual General Meeting, are encouraged to lodge their proxy forms online at:
https://automicgroup.com.au, or by mail, in accordance with instructions contained on the proxy form and within this Notice
of Meeting.
AUSTRALIAN RARE EARTHS LIMITED
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Shareholders of Australian Rare Earths Limited (ACN 632 645 302)
(Company) will be held at the Grant Thornton Australia Limited, Level 3, 170 Frome Street, Adelaide, South Australia on Thursday,
12 November 2026 at 11:30 am (Adelaide time). The business to be considered at the Meeting is set out below.
If it becomes necessary or appropriate to make alternative meeting location or participation arrangements to those set out in this
Notice, the Company will notify Shareholders accordingly via the Company’s website at www.ar3.com.au and the ASX
announcements platform.
The Directors strongly encourage all Shareholders to lodge proxy forms prior to the Meeting. Shareholders can lodge their proxies
online at https://automicgroup.com.au or otherwise by returning a completed proxy form. Instructions on how to complete a proxy form
are set out in the Explanatory Memorandum. Proxy forms must be received by no later than 11:30 am (Adelaide time) on Tuesday, 10
November 2026.
If you have elected to receive notices from the Company electronically, then your personalised proxy form will be emailed to you. For
other Shareholders, a copy of your personalised proxy form will be sent to you by mail.
The Company advises that a poll will be conducted for voting on all Resolutions being considered at the Meeting.
Shareholders who are unable to attend the Annual General Meeting are encouraged to lodge their proxy forms online at:
https://automicgroup.com.au , or by mail, in accordance with instructions contained on the proxy form and within this Notice of Meeting.
Questions
Shareholders will have an opportunity to ask questions on the items of business during the Meeting, including an opportunity to ask
questions of the Company’s Auditor, Grant Thornton.
Shareholders are encouraged to submit any written questions ahead of the AGM relating to the business of the meeting, including
questions for the Company’s Auditor, Grant Thornton. Questions for the Company’s Auditor must relate to the content of the Auditor’s
Report or the conduct of the audit of the Financial Report.
Written questions must be received by the Company no later than 5.00 pm (Adelaide time) on Wednesday, 11 November 2026. You
can send any written questions to:
Mail: ‘Australian Rare Earths Limited AGM’ at Level 10, 111 Gawler Place, Adelaide, SA, 5000
Email: noel@ar3.com.au
The Chair will endeavour to address as many of the more frequently raised relevant questions as possible during Meeting. However,
there may not be sufficient time available at the Meeting to address all of the questions raised. Please note that individual responses
will not be sent to Shareholders.
Other Company documents and how to update your communication preferences
• A copy of the Company’s 2026 Annual Report is available online at the Company’s website www.ar3.com.au.
• In order to receive shareholder communications from the Company electronically, instead of by post, go to
https://automicgroup.com.au to register your details and update your communication preferences.
The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Meeting.
The Explanatory Memorandum and proxy form comprise part of this Notice of Meeting. Shareholders are urged to vote by completing
and lodging their proxies online at https://automicgroup.com.au or otherwise by returning a completed proxy form by no later than
11:30 am (Adelaide time) on Tuesday, 10 November 2026.
Terms and abbreviations used in the Notice of Meeting and Explanatory Memorandum are defined in the Glossary of the Explanatory
Memorandum.
AGENDA
The Explanatory Memorandum that accompanies and forms a part of this Notice of Annual General Meeting describes the matters to
be considered at the Meeting.
GENERAL BUSINESS
FINANCIAL STATEMENTS AND REPORT
To receive and consider the Financial Report for the year ended 30 June 2026 and the reports of the Directors and Auditor, as set out
in the 2026 Annual Report.
ORDINARY BUSINESS
RESOLUTION 1 – REMUNERATION REPORT
To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:
‘That the Remuneration Report for the year ended 30 June 2026 as set out in the 2026 Annual Report be adopted.’
Note: This resolution is advisory only and does not bind the Company or the Directors.
RESOLUTION 2 – RE-ELECTION OF PAULINE CARR AS A DIRECTOR
To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:
‘That Ms Pauline Carr be re-elected as a Non-Executive Director of the Company.’
RESOLUTION 3: APPROVAL OF EMPLOYEE OPTION PLAN
To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:
'That for the purpose of Listing Rule 7.2, Exception 13 and for all other purposes, the Company approves the issue of securities under
the employee incentive scheme known as 'Australian Rare Earths Limited Employee Option Plan', the rules of which are annexed as
Annexure D to the Explanatory Memorandum, as an exception to Listing Rule 7.1.'
RESOLUTION 4: APPROVAL OF PERFORMANCE RIGHTS PLAN
To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:
'That for the purpose of Listing Rule 7.2, Exception 13 and for all other purposes, the Company approves the issue of securities under
the employee incentive scheme known as 'Australian Rare Earths Limited Performance Rights Plan', the rules of which are annexed
as Annexure E to the Explanatory Memorandum, as an exception to Listing Rule 7.1.'
RESOLUTION 5 – APPROVAL TO ISSUE UNLISTED PERFORMANCE RIGHTS TO MANAGING DIRECTOR TRAVIS BEINKE
To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:
‘That for the purpose of Listing Rule 10.11.1 and for all other purposes approve the grant of 4,172,691 Performance Rights to Mr Travis
Beinke, Managing Director of the Company, or his nominee, as described in the Explanatory Memorandum.'
RESOLUTION 6 – APPROVAL TO ISSUE UNLISTED ZERO EXERCISE PRICE OPTIONS (ZEPOs) TO MANAGING DIRECTOR
TRAVIS BEINKE
To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:
‘That for the purpose of Listing Rule 10.11.1 and for all other purposes approve the grant of 279,952 Zero Exercise Price Options to
Mr Travis Beinke, Managing Director of the Company, or his nominee, as described in the Explanatory Memorandum.'
RESOLUTION 7 – APPROVAL TO ISSUE UNLISTED OPTIONS TO NON-EXECUTIVE DIRECTOR ANGUS BARKER
To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:
‘That for the purpose of Listing Rule 10.11.1 and all other purposes approve the grant of 1,500,000 Options to Mr Angus Barker,
Independent Non-Executive Chairman of the Company, or his nominee, as described in the Explanatory Memorandum.'
RESOLUTION 8 – APPROVAL TO ISSUE UNLISTED OPTIONS TO NON-EXECUTIVE DIRECTOR PAULINE CARR
To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution:
‘Subject to the passing of Resolution 2, and for the purpose of Listing Rule 10.11.1 and all other purposes approve the grant of
1,500,000 Options to Ms Pauline Carr, Independent Non-Executive Director of the Company, or her nominee, as described in the
Explanatory Memorandum.'
SPECIAL BUSINESS
RESOLUTION 9 – APPROVAL OF 10% ADDITIONAL PLACEMENT CAPACITY
To consider and, if thought fit, pass the following Resolution as a Special Resolution:
‘That for the purpose of Listing Rule 7.1A, approval is given for the Company to issue Equity Securities totalling up to 10% of the fully
paid ordinary issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing
Rule 7.1A.2 and on the terms and conditions set out in the accompanying Explanatory Memorandum.’
VOTING EXCLUSIONS
RESOLUTION 1 (REMUNERATION REPORT)
For the purposes of the Corporations Act, a person appointed as a proxy must not vote (in any capacity), on the basis of that
appointment, on Resolution 1 if:
• the person is either:
o a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for
the entity; or
o a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on the Resolution.
However, the Company will not disregard a vote if:
• the person is the Chair of the Meeting at which the Resolution is voted on; 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 for the Company or, if the Company is part of a
consolidated entity, for the entity.
RESOLUTION 3 (APPROVAL OF EMPLOYEE OPTION PLAN)
For the purposes of the Corporations Act, a person appointed as a proxy must not vote (in any capacity), on the basis of that
appointment, on Resolution 3 if:
• the person is either:
o a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for
the entity; or
o a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on the Resolution.
However, the Company will not disregard a vote if:
• the person is the Chair of the Meeting at which the Resolution is voted on; 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 for the Company or, if the Company is part of a
consolidated entity, for the entity.
For the purposes of the Listing Rules, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person
who is eligible to participate in the Australian Rare Earths Limited Employee Option Plan and any associate of that person.
However, subject always to the paragraph above, this does not apply to a vote cast in favour of Resolution 3 by:
• a person as 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:
o 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
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that
way.
RESOLUTION 4 (APPROVAL OF PERFORMANCE RIGHTS PLAN)
For the purposes of the Corporations Act, a person appointed as a proxy must not vote (in any capacity), on the basis of that
appointment, on Resolution 4 if:
• the person is either:
o a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for
the entity; or
o a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on the Resolution.
However, the Company will not disregard a vote if:
• the person is the Chair of the Meeting at which the Resolution is voted on; 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 for the Company or, if the Company is part of a
consolidated entity, for the entity.
For the purposes of the Listing Rules, 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 Australian Rare Earths Limited Performance Rights Plan and any associate of that person.
However, subject always to the paragraph above, this does not apply to a vote cast in favour of Resolution 4 by:
• a person as 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:
o 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
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that
way.
RESOLUTION 5 (APPROVAL TO ISSUE UNLISTED PERFORMANCE RIGHTS TO MANAGING DIRECTOR TRAVIS BEINKE)
The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Mr Travis Beinke (or his nominee) and any
other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a
holder of ordinary securities in the Company), and associates of those persons.
However, this does not apply to a vote cast in favour of Resolution 5 by:
• a person as 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:
o 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
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that
way.
RESOLUTION 6 (APPROVAL TO ISSUE UNLISTED ZERO EXERCISE PRICED OPTIONS TO MANAGING DIRECTOR TRAVIS
BEINKE)
The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of Mr Travis Beinke (or his nominee) and any
other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a
holder of ordinary securities in the Company), and associates of those persons.
However, this does not apply to a vote cast in favour of Resolution 6 by:
• a person as 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:
o 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
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in
that way.
RESOLUTION 7 (APPROVAL TO ISSUE UNLISTED OPTIONS TO NON-EXECUTIVE DIRECTOR ANGUS BARKER)
The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of Mr Angus Barker (or his nominee) and any
other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a
holder of ordinary securities in the Company), and associates of those persons.
However, this does not apply to a vote cast in favour of Resolution 7 by:
• a person as 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:
o 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
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that
way.
RESOLUTION 8 (APPROVAL TO ISSUE UNLISTED OPTIONS TO NON-EXECUTIVE DIRECTOR PAULINE CARR)
The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of Ms Pauline Carr (or her nominee) and any
other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a
holder of ordinary securities in the Company), and associates of those persons.
However, this does not apply to a vote cast in favour of Resolution 8 by:
• a person as 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:
o 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
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in
that way.
RESOLUTION 9 (APPROVAL OF 10% ADDITIONAL PLACEMENT CAPACITY)
For the purposes of the Listing Rules, the Company will disregard any votes cast in favour of Resolution 9 by or on behalf of any
person who may participate in the proposed issue, or who might obtain a benefit (other than a benefit solely in the capacity of a holder
of Shares) if Resolution 9 is passed, and any associates of such person.
However, this does not apply to a vote cast in favour of Resolution 9 by:
• a person as 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:
o 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
o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that
way.
As at the date of this Notice of Meeting the Company has no specific plans to issue Equity Securities pursuant to Listing Rule 7.1A or
under Resolution 9 (if approved), therefore it is not known who (if any) may participate in a potential (if any) issue of Equity Securities
under Listing Rule 7.1A (if approved).
VOTING, PROXIES AND QUESTIONS
VOTING BY PROXY
Shareholders are encouraged to lodge proxy forms prior to the Meeting in accordance with the instructions contained on the proxy
form and within this Notice of Meeting as detailed below.
Appointment of proxies and corporate representatives
A Shareholder entitled to attend, and vote is entitled to appoint up to two proxies. A proxy need not be a Shareholder and may be
either an individual or a body corporate.
If a Shareholder is a corporation, it can attend and vote at the meeting by appointing an individual person to act as its corporate
representative or by appointing a proxy to attend and vote on its behalf. A Shareholder that is a body corporate, or a proxy who is a
body corporate, will need to ensure that it appoints an individual as its corporate representative to exercise its powers at the Meeting
and provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.
Where a Shareholder wishes to appoint two proxies, they can do so online at https://automicgroup.com.au . A Shareholder appointing
two proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints two proxies
but fails to specify the proportion or number of votes that each may exercise, each proxy appointed may exercise half the Shareholder’s
votes. Fractions of votes are to be disregarded. If your proxy chooses to vote, they must vote in accordance with your directions. If you
have directed your proxy to vote, and they do not participate in the meeting or choose not to vote on a poll, then the Chair of the
Meeting will become your proxy by default and vote your proxies as directed by you (subject to applicable voting restrictions).
Subject to the voting restrictions set out below, if you do not direct your proxy to vote by marking the relevant box on the proxy form,
your proxy may vote as they choose on that item of business.
If your proxy does not participate in the meeting, the Chair will become your proxy by default. The Chair intends to vote all available
proxies in accordance with the Board recommendations set out in the Explanatory Memorandum accompanying this Notice of Annual
General Meeting.
Generally, the Key Management Personnel (KMP) of the Company (which includes each of the Directors) and their Closely Related
Parties will not be able to vote your proxy on Resolutions 1, 3, 4, 5, 6, 7 and 8 unless you have directed them how to vote or you have
appointed the Chair as your proxy. The circumstances in which KMP will be excluded from voting on Resolutions 1, 3, 4, 5, 6, 7 and 8
are set out above under the heading ‘Voting Exclusions’.
Generally, each Director and their respective associates will not be able to vote your proxy in favour of Resolutions in which the
respective Director or their associates have an interest (being Resolution 7 for Mr Barker, Resolutions 2 and 8 for Ms Carr, and
Resolutions 5 and 6 for Mr Beinke) unless you have directed them how to vote or you have appointed the Chair as your proxy. The
circumstances in which Directors and their respective associates will be excluded from voting in favour of Resolutions 1, 3, 4, 5, 6, 7,
8 and 9 are set out above under the heading ‘Voting Exclusions’.
If you intend to appoint a member of the KMP as your proxy, please ensure that you direct them how to vote on Resolutions 1, 2, 3, 4,
5, 6, 7, 8 and 9. If you intend to appoint the Chair of the Meeting as your proxy, you can direct the Chair how to vote on Resolutions 1,
2, 3, 4, 5, 6, 7, 8 and 9 by marking the relevant boxes on the proxy form. However, if the Chair of the Meeting is your proxy (or comes
your proxy by default) and you do not mark any of the boxes opposite Resolutions 1, 2, 3, 4, 5, 6, 7, 8 and 9 by completing and
submitting the proxy form you will be deemed to have expressly authorised the Chair to vote as the Chair decides.
To be valid, the proxy form, and any authority under which the form is signed, must be received by the Company or the Company’s
Share Registry prior to 11:30 am (Adelaide time) on Tuesday, 10 November 2026.
Voting by Attorney
A Shareholder entitled to attend, and vote may appoint an attorney to act on his or her behalf at the Meeting. An attorney may, but
need not, be a Shareholder of the Company.
An attorney may not vote at the Meeting unless the instrument appointing the attorney, and the authority under which the instrument
is signed or a certified copy of the authority, are received by the Company in the same manner, and by the same time, as outlined
above for proxy forms.
Proxy Lodgement
Proxies are able to be lodged by the following means:
Online: Enter the control number, SRN/HIN and postcode shown on the first page of your proxy form at
https://investor.automic.com.au/#/loginsah
Mail: Australian Rare Earths Limited C\O Automic, GPO Box 5193, Sydney NSW 2001
In person: Automic, Level 5, 126 Phillip Street, Sydney, NSW 2000
Custodian
Voting:
Custodian Voting is available for Intermediary Online subscribers only (Custodians) by visiting
https://automicgroup.com.au to submit your voting intentions.
To be valid, the proxy form, and any authority under which the form is signed, must be received by the Company or the Company’s
Share Registry prior to 11:30 am (Adelaide time) on Tuesday, 10 November 2026. Any proxy forms received after that time will not be
valid for the Meeting.
ENTITLEMENT TO VOTE
For the purpose of determining the voting entitlements at the meeting, the Board has determined that, in accordance with the
Company’s Constitution and the Corporations Act, the shares in the Company will be taken to be held by the registered holders of
those shares at 7.00 pm (Sydney time) on Tuesday, 10 November 2026. Accordingly, transactions registered after that time will be
disregarded in determining entitlements to attend and vote at the Meeting.
By order of the Board
Noel Whitcher
Company Secretary
13 October 2026
EXPLANATORY MEMORANDUM
Introduction
This Explanatory Memorandum forms part of the Notice of Meeting and has been prepared to provide Shareholders with material
information to enable them to make an informed decision on the business to be conducted at the Annual General Meeting of
Shareholders to be held at the Grant Thornton Australia Limited, Level 3, 170 Frome Street, Adelaide, South Australia on Thursday,
12 November 2026 at 11:30 am (Adelaide time).
This Explanatory Memorandum should be read in full and in conjunction with the accompanying Notice of Annual General Meeting
before making any decision in relation to the resolutions and is a brief explanation of Resolutions 1 to 9 in the Notice of Annual General
Meeting and why the Company is seeking Shareholder approval.
Terms defined in the Notice of Meeting have the same meaning in this Explanatory Memorandum.
FINANCIAL STATEMENTS AND REPORT
As required by section 317 of the Corporations Act, the Financial Report, Directors’ Report and the Auditor’s Report for the most recent
financial year ended 30 June 2026 will be laid before the Meeting.
This Item does not require a formal resolution to be put to the Meeting and there is no requirement for Shareholders to approve these
reports.
During this item of business, Shareholders will be given reasonable opportunity to ask questions about the reports and the business
and management of the Company. Also, Shareholders will be given a reasonable opportunity to ask a representative of the Company’s
Auditor, Grant Thornton, questions in relation to the conduct of the audit (including the independence of the Auditor), and the accounting
policies adopted by the Company.
RESOLUTION 1 - REMUNERATION REPORT
The Remuneration Report for the financial year ended 30 June 2026 is set out in the Directors' Report within the 2026 Annual Report,
which is available on the Company's website: www.ar3.com.au. The Remuneration Report sets out the Company’s remuneration
arrangements for Directors, and members of the Company’s Key Management Personnel.
Section 300A of the Corporations Act requires the Directors to include a Remuneration Report in their report for the financial year.
Section 250R(2) of the Corporations Act requires the Remuneration Report to be put to a vote at the Company’s Annual General
Meeting. The vote on the Resolution is advisory only and does not bind the Directors or the Company. However, the Board will take
the outcome of the vote into consideration when reviewing remuneration practices and policies.
The Board believes the Company’s remuneration policies and structures as outlined in the Remuneration Report are appropriate
relative to the size of the Company and stag
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