Announcement PDF AUSTRALIAN RARE EARTHS LIMITED ACN 632 645 302 NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY MEMORANDUM Date of Meeting Wednesday, 8 November 2023 Time of Meeting 10.00 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: www.investorvote.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 offices of Grant Thornton Australia Limited, Level 3, 170 Frome Street, Adelaide, South Australia on Wednesday, 8 November 2023 at 10.00 am (Adelaide time). The business to be considered at the Meeting is set out below. COVID and attendance at the Meeting The Board will continue to monitor Australian Government restrictions on public gatherings. If it becomes necessary or appropriate to make alternative 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 www.investorvote.com.au or otherwise 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 10.00 am (Adelaide time) on Monday, 6 November 2023. 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: www.investorvote.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, 1 November 2023. You can send any written questions to: Mail: ‘Australian Rare Earths Limited AGM’ at Level 10, 111 Gawler Place, Adelaide, SA, 5000 Email: hello@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 2023 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 www.investorcentre.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 www.investorvote.com.au or otherwise returning a completed proxy form by no later than 10.00 am (Adelaide time) on Monday, 6 November 2023. Terms and abbreviations used in the Notice of Meeting and Explanatory Memorandum are defined in the Glossary of the Explanatory Memorandum. 2 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 2023 and the reports of the Directors and Auditor, as set out in the 2023 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 2023 as set out in the 2023 Annual Report be adopted.’ Note: This resolution is advisory only and does not bind the Company or the Directors. RESOLUTION 2 – RE-ELECTION OF DUDLEY KINGSNORTH AS A DIRECTOR To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution: ‘That Professor Dudley Kingsnorth be re-elected as a Non-Executive Director of the Company.’ RESOLUTION 3 – RE-ELECTION OF ANGUS BARKER AS A DIRECTOR To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution: ‘That Mr Angus Barker be re-elected as a Non-Executive Director of the Company.’ RESOLUTION 4 – APPROVAL TO ISSUE UNLISTED OPTIONS TO EXECUTIVE DIRECTOR RICK POBJOY To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution: ‘To approve the grant of 700,000 Options to Mr Rick Pobjoy, Executive Director of the Company, or his nominee, as described in the Explanatory Memorandum.' RESOLUTION 5 – 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: ‘Subject to the passing of Resolution 3, to approve the grant of 3,000,000 Options to Mr Angus Barker, Non-Executive Director of the Company, or his nominee, as described in the Explanatory Memorandum.' RESOLUTION 6: APPROVAL OF EMPLOYEE OPTION PLAN To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution: 'That for the purpose of ASX 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 ASX Listing Rule 7.1.' RESOLUTION 7: APPROVAL OF PERFORMANCE RIGHTS PLAN To consider and, if thought fit, pass the following Resolution as an Ordinary Resolution: 'That for the purpose of ASX 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 ASX Listing Rule 7.1.' 3 SPECIAL BUSINESS RESOLUTION 8 – 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.’ RESOLUTION 9: RENEWAL OF PROPORTIONAL TAKEOVER PROVISIONS To consider and, if thought fit, pass the following Resolution as a Special Resolution: ‘That for the purpose of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to modify its existing Constitution by renewing rules 161.1 to 161.9 inclusive for a period of three years from the date of approval of this Resolution.’ RESOLUTION 10: AMENDMENT TO CONSTITUTION To consider and, if thought fit, pass the following Resolution as a Special Resolution: ‘That for the purpose of section 136(2) of the Corporations Act and for all other purposes, the Constitution be amended by deleting rule 81 and substituting in its place: ‘81. Technology Notwithstanding anything else contained in this constitution but subject always to rule 163: 81.1 subject to any applicable law: (a) the Company may hold a meeting of its members using any technology approved by the directors that gives the members as a whole a reasonable opportunity to participate and enables them to vote on a show of hands, on a poll or via a Direct Vote, as the case may require; and (b) a meeting conducted using such technology may be: (i) held at one or more physical venues; or (ii) not held at any specified physical venue and held as a wholly virtual meeting, and participation in such a meeting will constitute presence as if in person at such a meeting; 81.2 if the directors elect to use technology for a general meeting of the Company, the directors will determine the type of technology to be used, and details of the technology that will be used to facilitate the holding of the meeting as approved by the directors must be set out in the notice of meeting; 81.3 if before or during a meeting of members any technical difficulty occurs such that the members as a whole do not have a reasonable opportunity to participate, the chair may: (a) adjourn the meeting for a reasonable period until the technical difficulty is remedied; or (b) where a quorum remains present (either at the place at which the chair is present or by technology as contemplated by this rule 81) and able to participate, continue the meeting (subject to the Act); 81.4 in this constitution a reference to ‘member present’ means a member present at any general meeting of the Company in person or by proxy or attorney or, in the case of a body corporate, by a duly appointed representative (and, for the avoidance of doubt, includes any of those persons attending a general meeting using technology approved by the directors in accordance with this constitution and specified in the notice of meeting); and 81.5 nothing in these rules is to be taken to limit the powers conferred on the chair by law.’’ 4 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 4 (APPROVAL TO ISSUE UNLISTED OPTIONS TO EXECUTIVE DIRECTOR RICK POBJOY) For the purposes of the Corporations Act, a person appointed as a proxy must not vote, 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 Mr Rick Pobjoy (or his nominee) and an associate of that person or those persons and any other person (and their associates) 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). However, this does not apply to a vote cast in favour of a resolution 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 OPTIONS TO NON-EXECUTIVE DIRECTOR ANGUS BARKER) For the purposes of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 5 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 5 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 5 by or on behalf of Mr Angus Barker (or his nominee) and an associate of that person or those persons and any other person (and their associates) 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). However, this does not apply to a vote cast in favour of a resolution 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 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 6 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 6 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 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. 6 RESOLUTION 7 (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 7 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 7 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 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 OF 10% ADDITIONAL PLACEMENT CAPACITY) For the purposes of the Listing Rules, the Company will disregard any votes cast in favour of Resolution 8 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 8 is passed, and any associates of such person. 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. 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 8 (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). 7 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 www.investorvote.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, 4, 5 6 and 7 unless you have directed them how to vote or you have appointed the Chair as you proxy. The circumstances in which KMP will be excluded from voting on Resolutions 1, 4, 5, 6 and 7 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 4 for Mr Pobjoy and Resolution 5 for Mr Barker) 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 4 and 5 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, 4, 5, 6 and 7. If you intend to appoint the Chair of the Meeting as your proxy, you can direct the Chair how to vote on Resolutions 1, 4, 5, 6 and 7 by marking the relevant boxes on the proxy form. However, if the Chair of the Meeting is your proxy (or becomes your proxy by default) and you do not mark any of the boxes opposite Resolutions 1, 4, 5, 6 and 7 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 10.00 am (Adelaide time) on Monday, 6 November 2023. 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. 8 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 www.investorvote.com.au Mail: Australian Rare Earths Limited C/- Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia; or Fax: Australian Rare Earths Limited C/- Computershare Investor Services Pty Limited (within Australia) 1800 783 447 (outside Australia) +613 9473 2555. Custodian Voting: Custodian Voting is available for Intermediary Online subscribers only (Custodians) by visiting www.intermediaryonline.com 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 10.00 am (Adelaide time) on Monday, 6 November 2023. 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 Monday, 6 November 2023. 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 6 October 2023 9 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 offices of Grant Thornton Australia Limited, Level 3, 170 Frome Street, Adelaide, South Australia on Wednesday, 8 November 2023 at 10.00 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 10 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 2023 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