Announcement PDF 3 SEPTEMBER 2024 Dear Shareholders, NOTICE OF GENERAL MEETING AND PROXY FORM Adisyn Limited (ACN 155 473 304) (Company) (ASX: AI1) hereby gives notice that the General Meeting (Meeting) of shareholders will be held at Suite 5, 531 Hay Street, Subiaco, 6008, on Wednesday, 9 October 2024, at 10:00am (AWST). The Notice of Meeting (NOM) is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial advisor, lawyer, accountant or other professional adviser. In accordance with section 110D(1) of the Corporations Act 2001 (Cth) (Corporations Act), the Company will not be sending hard copies of the NOM to shareholders unless a shareholder has requested a hardcopy of the NOM or made an election for the purposes of 110E of the Corporations Act to receive documents from the Company in physical form. The NOM is made available to shareholders electronically. This means that: • • You can access the NOM online at the Company’s website https://adisyn.com.au/investor-centre A complete copy of the NOM has been posted to the Company’s ASX Market announcements page at www.asx.com.au under the Company’s ASX code “AI1”. Those shareholders who receive their company communications in the post will therefore receive a printed copy of this announcement and their personalised proxy form. Conversely, shareholders who receive their communications electronically will, as they have on previous occasions, receive an email from the Company’s share registry, Xcend Pty Ltd, with links directing them to this notice and the online voting portal https://investor.xcend.app The Company further advises that voting on all resolutions will be conducted by a poll and encourages those shareholders who can not attend the meeting to lodge their proxy forms no later than 48 hours before the meeting, being 10:00am (AWST) on Monday, 7 October 2024. Any proxy forms received after that time will not be valid for the meeting. For and on behalf of the Board. Kyla Garic Company Secretary Adisyn Limited 1300 331 888 investors@adisyn.com.au Adisyn Ltd | ACN 155 473 304 | 1300 331 888 | 27 Aspiration Circuit, Bibra Lake WA 6163 | adisyn.com.au Adisyn Ltd ACN 155 473 304 NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM Wednesday, 9 October 2024 10:00 am (AWST) Suite 5, 531 Hay Street, Subiaco, WA 6008 This Notice of General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor, or other professional adviser without delay. Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on +61 8 6141 1011. NOTICE OF MEETING Notice is given that the General Meeting of Shareholders of Adisyn Ltd (ACN 155 473 304) (Company) will be held at Suite 5, 531 Hay Street, Subiaco WA 6008 on Wednesday, 9 October 2024 commencing at 10:00am (AWST) (Meeting). The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice. The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 4:00pm (AWST) on Monday, 7 October 2024. Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1. AGENDA 1. Resolution 1 – Refresh of Employee Securities Incentive Plan To consider and, if thought fit, to pass with or without amendment the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.2 Exception 13(b) and for all other purposes, Shareholders approve the issue of up to a maximum of 34,669,800 Securities under the Employee Securities Incentive Plan known as the “AI1 Employee Securities Incentive Plan”, in accordance with the terms of the Plan and on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of: (a) a person who is eligible to participate in the Employee Securities Incentive Plan; or (b) an Associate of that person or 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 the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair 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. Voting Prohibition Statement A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and 2 ADIYSN LTD | NOTICE OF GENERAL MEETING (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. 2. Resolution 2 – Approval to issue Director Shares to Director in lieu of monies owed (Mr Shane Wee) To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue a total of 6,212,703 Shares to Mr Shane Wee (and/or his nominees) on Conversion of the Loan Amount under the Director Loan Agreement and in lieu of accrued Director Fees, on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion The Company will disregard any votes cast in favour of this Resolution by or on behalf of: (a) the person who is to receive the securities in question 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 entity) (namely, Mr Shane Wee (and/or his nominees)); or (b) an Associate of that person or 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; (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. Voting Prohibition In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related part of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party (Resolution 2 Excluded Party). However, this prohibition does not apply if the vote is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the Resolution and is not cast on behalf of a Resolution 4 Excluded Party. In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 2 Excluded Party, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. 3 ADIYSN LTD | NOTICE OF GENERAL MEETING 3. Resolutions 3(a) – 3(c) – Approval to issue Options to the Industry Advisory Board To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue an aggregate total of 3,000,000 Options as follows: (a) 1,000,000 Options (exercisable at $0.03 and expiring on three year expiry date from the date of issue) to Mr Oscar Leslie (and/or his nominees); (b) 1,000,000 Options (exercisable at $0.03 and expiring on three year expiry date from the date of issue) to Mr Jesse Gane (and/or his nominees); and (c) 1,000,000 Options (exercisable at 0.03 and expiring on three year expiry date from the date of issue) to Dr Craig Valli (and/or his nominees), on the terms and conditions set out in the Explanatory Memorandum.” Voting Exclusion The Company will disregard any votes cast in favour of these Resolutions by or on behalf of: (a) a person (or persons) 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 Company); or (b) an Associate of that person (or those persons) who are 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 Company). However, this does not apply to a vote case in favour of the Resolutions by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way; (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions 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 Resolutions; and (ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. 4 ADIYSN LTD | NOTICE OF GENERAL MEETING 4. Resolutions 4(a) and 4(b) – Ratification of Prior issue of Placement Shares – Listing Rules 7.1 and 7.1A To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to: (a) 27,500,000 Placement Shares issued under the Company’s Listing Rule 7.1 capacity; and (b) 18,500,000 Placement Shares under the Company’s Listing Rule 7.1A capacity, on the terms and conditions in the Explanatory Memorandum.’ Voting Exclusion Statement The Company will disregard any votes cast in favour of the Resolutions by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved (namely, the Placement Participants (and/or their respective nominees)); or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolutions by: (a) a person as proxy or attorney who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the Resolutions in that way; or (b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chair to vote on the Resolutions 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 the voting, and is not an associate of a person excluded from voting, on the Resolutions; and (ii) the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. 5. Resolution 5 – Approval to issue Shares to Lead Manager (Sandton Capital Advisory Pty Ltd) To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 5,000,000 Shares to Sandton Capital Advisory Pty Ltd (and/or its nominees), on the terms and conditions set out in the Explanatory Memorandum.’ Voting Exclusion Statement The Company will disregard any votes cast in favour of the Resolution by or on behalf of: (a) 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 Company) (namely, Sandton Capital Advisory Pty Ltd (and/or its nominees)); or 5 ADIYSN LTD | NOTICE OF GENERAL MEETING (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as proxy or attorney 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 the 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. Dated 3 September 2024 BY ORDER OF THE BOARD Ms Kyla Garic Company Secretary 6 ADIYSN LTD | NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM 1. Introduction This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at Suite 5, 531 Hay Street, Subiaco, WA 6008 on Wednesday,9 October 2024 commencing at 10:00am (AWST). This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice. A Proxy Form is located at the end of the Explanatory Memorandum. 2. Action to be taken by Shareholders Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions. 2.1 Proxies A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy) to vote in their place. All Shareholders are invited and encouraged to participate in the Meeting via virtual means or attend in person, and are encouraged to lodge a directed Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting via virtual means or voting at the Meeting in person. Please note that: (a) a member of the Company entitled to attend via virtual means / or in person and vote at the Meeting is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. Shareholders and their proxies should be aware that: (a) if proxy holders vote, they must cast all directed proxies as they are directed to; and (b) any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed. Further details are set out below. 7 ADIYSN LTD | NOTICE OF GENERAL MEETING Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does: (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and (d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed). Transfer of non-chair proxy to Chair in certain circumstances Section 250BC of the Corporations Act provides that, if: (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and (b) the appointed proxy is not the Chair of the meeting; and (c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA,on the question that the resolution be passed; and (d) either of the following applies: (a) if a record of attendance is made for the meeting - the proxy is not recorded as attending; (b) the proxy does not vote on the resolution, the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting. The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms. 2.2 Proxy Holders and Voting Instructions If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are authorising the Chair to cast your undirected vote on all proposed resolutions. If a member of the Company’s Key Management Personnel, or a Closely Related Party of such a member is appointed as your proxy, they will not be able to vote your proxy on Resolution 1 and Resolution 2. If you intend to appoint a member of the Company’s Key Management Personnel, or a Closely Related Party of such member, or the Chair as your proxy, you are encouraged to direct them how to vote on Resolution 1 and Resolution 2 by marking “For”, “Against” or “Abstain” for each of those resolutions. 8 ADIYSN LTD | NOTICE OF GENERAL MEETING 2.3 Submit your Proxy Vote (a) Online Lodge your proxy vote online by scanning the QR Code on the enclosed Proxy Form with your tablet or mobile, or enter the following URL into your internet browser: https://investor.xcend.app/sha . (b) By Paper If you do not wish to vote online, then it is necessary to complete the Proxy Form in accordance with the detailed instructions set out on the enclosed Proxy Form. The return of your completed form (ONLY if you do NOT vote online) can be done by one of the following ways: BY MAIL: Xcend Pty Ltd PO Box R1905 Royal Exchange NSW 1225 BY EMAIL: meetings@xcend.co 3. Resolution 1 - Refresh of Securities under the Employee Securities Incentive Plan 3.1 General The Company adopted an employee securities incentive plan called the “AI1 Employee Securities Incentive Plan” on 11 November 2022 (Plan). The Directors consider that it is desirable to provide an opportunity to eligible participants to participate in the Company’s future. Further, the Plan acts as a mechanism to ensure the interests of Shareholders and the management and employees of the Company are aligned. Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.2 (exception 13(b)) for the issue of up to 34,669,800 Securities under the Plan. 3.2 Regulatory requirements and Listing Rules 7.1 and 7.2, exception 13(b) Shareholder approval is not required under the Corporations Act or the Listing Rules for the operation of the Plan. However, Shareholder approval is being sought to allow the Company to rely on an exception to the calculation of the Listing Rules 7.1 and 7.1A on the number of securities that may be issued without Shareholder Approval. Listing Rule 7.2 exception 13(b) provides that Listing Rules 7.1 and 7.1A do not apply to an issue of securities under an employee incentive scheme that has been approved by Shareholders, where the issue of securities is within 3 years from that date of Shareholder approval of the issue of securities under the employee incentive scheme. The Plan participation is limited to Directors, employees and any service providers and certain ‘related persons’ to the aforementioned of the Company. If an issue is to be made to Directors, then separate Shareholder approval will need to be obtained. 9 ADIYSN LTD | NOTICE OF GENERAL MEETING Pursuant to and in accordance with ASX Listing Rule 7.2 Exception 13, the following information is provided in relation to this Resolution: (a) a summary of the key terms of the Plan is set out in Schedule 2. (b) the Company has issued the following Securities to various employees and consultants under the Plan since its adoption on 11 November 2022: (a) 1,868,021 fully paid ordinary shares; (b) 1,000,000 Performance Rights expiring on 31 December 2025 vesting on, 2 years of service (continued employment) with the Company from 1 July 2023 to 30 June 2025; and the Company achieving the following share price based on the 30 day VWAP over the 2-year period from 1 July 2023 to 30 June 2025: Share price Less than $0.12 Between $0.12 and $0.20 Greater than $0.20 % Vesting 0% 50% 100% (c) 1,000,000 Performance Rights expiring on 31 December 2025 vesting on, 2 years of service (continued employment) with the Company from 1 July 2023 to 30 June 2025; the Company achieving two consecutive quarters of Net cash from / (used in operating) activities greater than $0 over the 2 year period from 1 July 2023 to 30 June 2025. (d) 750,000 Performance Rights expiring on 1 July 2026 vesting on 2 years of service (continued employment) with the Company from 1 July 2023 to 30 June 2025; and the Company achieving the following share price based on the 30 day VWAP over the 2-year period from 1 July 2023 to 30 June 2025: Share price Less than $0.12 Between $0.12 and $0.20 Greater than $0.20 % Vesting 0% 50% 100% (e) 750,000 Performance Rights expiring on 1 July 2026 vesting on, 2 years of service (continued employment) with the Company from 1 July 2023 to 30 June 2025; the Company achieving two consecutive quarters of Net cash from / (used in operating) activities greater than $0 over the 2 year period from 1 July 2023 to 30 June 2025. (f) 3,000,000 Performance Rights expiring on 1 December 2025 vesting on 2 years of service (continued employment) with the Company from 1 October 2023 to 30 September 2025; and the Company achieving the following share prices based on the VWAP of the Company’s Shares calculated over 30 consecutive Trading Days in which Shares have actually traded following the date of issue of the Director Performance Rights (30 Day VWAP): Share price % Vesting 10 ADIYSN LTD | NOTICE OF GENERAL MEETING Less than $0.10 0% Between $0.10 and $0.20 50% Greater than $0.20 100% 3.3 (c) the Company has not agreed to issue any Securities under the Plan after the date of the Meeting; (d) a maximum of 34,669,800 Securities would be available to be issued under the Plan if approved by Shareholders (representing approximately 15% of the number of Shares on issue as at the date of this Notice). This maximum number of Securities is not intended to be a prediction of the actual number of Securities to be issued under the Plan, but simply a maximum number for the purposes of setting a ceiling on the number of Securities to be issued under the Plan for the purposes of Listing Rule 7.2 (exception 13(b)). In any event, no Securities will be issued if to do so would contravene any applicable laws; and (e) a voting exclusion statement applied to this Resolution. Technical information required by Listing Rule 14.1A Resolution 1 seeks Shareholder approval for the issue of Securities under the Plan to be an exception from Listing Rule 7.1 for a period of 3 years. If Shareholders approve this Resolution, any issue of Securities under the Plan over the 3 years after the date of the Meeting (up to the maximum number set out above) will not use up a portion of the Company’s Listing Rule 7.1 capacity when that issue is made. This means that the Company will preserve its flexibility to issue equity securities without seeking Shareholder approval if and when it issues Securities under the Plan. It should be noted that if the Resolution is passed, the Company will only be able issue equity securities under the Plan to eligible participants who are unrelated parties without seeking prior Shareholder approval for a period of 3 years after the Meeting. Any proposed issue of Securities to a Director or other related party, or any of their associates, under the Plan will require prior Shareholder approval under ASX Listing Rule 10.14. If this Resolution is not passed, the Plan will not be renewed and the existing approvals of the Plan received on 11 November 2022 will expire on 11 November 2025. After this time, the Company may still decide in future to issue Securities to eligible employees and consultants who are unrelated parties under the Plan, but each such issue will not be exempt from Listing Rule 7.1 and will use up a portion of the Company’s Listing Rule 7.1 capacity at the relevant time made (unless another exemption from Listing Rule 7.1 is applicable). The issue of Securities under the Plan in those circumstances would therefore reduce the Company’s ability to issue equity securities without seeking Shareholder approval. 3.4 Board recommendation Approval of this Resolution will enable the Company to preserve its flexibility under its Listing Rule 7.1 capacity when it issues Securities under the Plan for the period of 3 years after the Meeting. Directors are eligible to be offered Securities under the Plan, however, any proposed issue of Securities to a Director or their associates requires prior Shareholder approval under Listing Rule 10.14 before it can be made, and the 11 ADIYSN LTD | NOTICE OF GENERAL MEETING passing of this Resolution will not enable the Company to issue any equity securities to a Director or their associates. The Directors recommend that Shareholders vote in favour of this Resolution. 4. Resolution 2 – Approval to issue Director Shares to Director (Mr Shane Wee) 4.1 General The Company entered into an unsecured loan agreement with its Non-Executive Chairman, Mr Shane Wee, on 24 February 2022 (Director Loan Agreement) pursuant to which Mr Wee agreed to advance the Company an interest-free loan of $60,000 (Loan Amount) repayable within 12 months. The Loan Amount repayable date was extended to 1 March 2025 or may otherwise be converted into Shares in the Company, subject to shareholder approval being obtained (Conversion). A summary of the material terms of the Director Loan Agreement are included at Section 4.2 below. Mr Wee is also owed a total of $145,019.20 which is a combination of accrued Director fees (from September 2022 to June 2024), pursuant to Mr Wee’s appointment letter (as amended from time to time) (Appointment Letter) and a cash bonus (together, the Director Fees), by the Company. A summary of the Appointment Letter is included at Section 4.2 below. Resolution 2 seeks Shareholder approval in accordance with Listing Rule 10.11, for a total of 6,212,703 Shares with a deemed issue price of $0.033 per Share (Director Shares) to be issued to Mr Shane Wee (and/or his nominee), comprising as follows: 4.2 (a) 1,818,182 Director Shares upon the Conversion of the Loan Amount; and (b) 4,394,521 Director Shares in lieu of accrued Director fees. Summary of Director Loan Agreement and Appointment Letter A summary of the material terms of the Director Loan Agreement are as follows: (a) (Principal Amount): A$60,000. (b) (Interest Rate): 0%. (c) (Repayment): 1 March 2025. The Director Loan Agr