Announcement PDF 29 OCTOBER 2024 Dear Shareholders, NOTICE OF ANNUAL GENERAL MEETING AND PROXY FORM Adisyn Limited (ACN 155 473 304) (Company) (ASX: AI1) hereby gives notice that the Annual General Meeting (Meeting) of shareholders will be held at Suite 5, 531 Hay Street, Subiaco, Perth WA 6163, on Friday, 29 November 2024, at 12:00pm (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 12:00pm (AWST) on Wednesday, 27 November 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 | 2 – 3 / 4 McGrath Road, Henderson WA 6166 | adisyn.com.au Adisyn Ltd (ACN 155 473 304) NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM Friday, 29 November 2024 12:00PM AWST To be held by in person at Suite 5, 531 Hay Street, Subiaco, Perth WA 6000 The Annual Report is available online at https://adisyn.com.au/. This Notice of Annual 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 Annual General Meeting of Shareholders of Adisyn Ltd (ABN 30 155 473 304) (Company) will be held in person at Suite 5, 531 Hay Street, Subiaco, Perth WA 6000 on Friday, 29 November 2024 commencing at 12:00PM 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 Wednesday, 27 November 2024. Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1. AGENDA Annual Report To table and consider the Annual Report of the Company and its controlled entities for the financial year ended 30 June 2024, which includes the Financial Report, the Directors’ Report and the Auditor’s Report. 1. Resolution 1 – Adoption of Remuneration Report To consider and, if thought fit, to pass as a non-binding resolution the following: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report that forms part of the Directors’ Report for the financial year ended 30 June 2024 be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum.” Please note that a vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Prohibition In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of, a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member. However, a vote may be cast by such person if: (a) the person is acting as a proxy and the Proxy Form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on this Resolution as described above; or (b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote on a resolution connected with the remuneration of a member of the Key Management Personnel. ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 2 2. Resolution 2 – Re-election of Director – Mr Justin Thomas To consider and, if thought fit, pass as, with or without amendment, as an ordinary resolution, the following: “That, for the purpose of clause 6.3(b) of the Constitution, Listing Rule 14.5 and for all other purposes, Mr Justin Thomas, a Director, retires, and being eligible for re-election, is elected as a Director with immediate effect.” 3. Resolution 3 – Approval of 10% Placement Facility To consider and, if thought fit, to pass with or without amendment, as a special resolution the following: “That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on terms and conditions in the Explanatory Memorandum.” 4. Resolution 4 – Approval to issue Proposed Placement Shares 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 up to 40,000,000 Shares to sophisticated and/or professional investors the terms and conditions set out in the Explanatory Statement." Voting Exclusion The Company will disregard any votes cast in favour of this 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 entity) (namely, Proposed Placement Participants); or (b) an Associate of that persons or those persons. However, this does not apply to a vote case in favour of the Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (a) 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 (b) 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 ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 3 Dated 29 October 2024 BY ORDER OF THE BOARD Ms Kyla Garic Company Secretary ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 4 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 in person at Suite 5, 531 Hay Street, Subiaco, Perth WA 6000 on Friday, 29 November 2024 commencing at 12:00PM 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 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 in person. Please note that: (a) a member of the Company entitled to attend 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. ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 5 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: (i) if a record of attendance is made for the meeting - the proxy is not recorded as attending; (ii) 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 member, is appointed as your proxy, they will not be able to vote your proxy on Resolution 1. 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 by marking “For”, “Against” or “Abstain” for each of those resolutions. ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 6 2.3 Submit your Proxy Vote 2.3.1 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 . 2.3.2 By Paper If you do not wish to vote online, then it is necessary to complete 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: 3. BY MAIL: Xcend Pty Ltd PO Box R1905 Royal Exchange NSW 1225 BY EMAIL: meetings@xcend.co Annual Report There is no requirement for Shareholders to approve the Annual Report. Shareholders will be offered the following opportunities: (a) discuss the Annual Report which is available online at https://adisyn.com.au/; (b) ask questions or make comment on the management of the Company; (c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor’s Report. In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company’s auditor about: (a) the preparation and the content of the Auditor’s Report; (b) the conduct of the audit; (c) accounting policies by the Company in relation to the preparation of the financial statements; and (d) the independence of the auditor in relation to the conduct of the audit, may be submitted no later than 5 Business Days before the Meeting to the Company Secretary at the Company’s registered office. ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 7 4. Resolution 1 – Adoption of Remuneration Report Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors’ Report contains the Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors. Section 250R(3) of Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report. However, the Corporations Act also gives Shareholders the opportunity to remove the Board if the Remuneration Report receives a ‘no’ vote of 25% or more at two consecutive annual general meetings (Two Strikes Rule). Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a ‘no’ vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors’ Report will cease to hold office immediately before that further meeting but may stand for re-election. At the Company’s previous annual general meeting the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, a further resolution relating to the Two Strikes Rule is not relevant for this Annual General Meeting. The Chair will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report. The Chair intends to exercise all undirected proxies in favour of Resolution 1. If the Chair of the Meeting is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention. 5. Resolution 2 – Re-election of Director – Mr Justin Thomas 5.1 General Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting. Clause 6.3 of the Constitution requires that at the Company’s annual general meeting in every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded down to the nearest whole number), shall retire from office, provided always that no Director (except a managing director) shall hold office for a period in excess of 3 years, or until the third annual ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 8 general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election. A Director who retires by rotation under clause 6.3 of the Constitution is eligible for reelection. Mr Justin Thomas (Mr Thomas), having been last re-elected on 11 November 2022, will retire in accordance with clause 6.3 of the Constitution, and being eligible, seeks re-election. 5.2 Background and qualifications Mr Thomas is a solutions-oriented professional IT developer that excels in identification, development, management and commercialisation of projects with broad reaching team collaboration, interfacing with clients and deployment of technology to ensure successful solutions for clients. During his career, Mr Thomas has successfully managed large project teams of over 15 people. From the initial need’s identification and requirement analysis through to implementation, Mr Thomas has supported the processes to commercialisation by remaining deeply involved and always with a hands-on approach. He was also the lead project manager who successfully complied and sourced the commercial, technical and planning information, including identifying suitable consultants needed, to undertake both eh HPC Data Centres Henderson facility build as well as Global Networks Australia International Cable and Data Centre project located in Australia and Indonesia. A previous business venture of Mr Thomas’ saw the successful development of an industry specific niche software application for the real estate/property industry which grew to over 300 monthly subscription clients and the business sold for over $1million in 2007. 5.3 Independence If re-elected, the Board (except Mr Thomas) considers that Mr Thomas will not be an independent Director. 5.4 Board recommendation The Board (excluding Mr Thomas) recommends that Shareholders vote in favour of Resolution 2. The Chair of the meeting intends to vote undirected proxies in favour of Resolution 2. 6. Resolution 3 – Approval of 10% Placement Facility 6.1 General Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements commencing from the date of the Meeting where the Company obtains the approval until the earlier of the following: (a) the date that is 12 months after the date of the Meeting at which the approval is obtained; ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 9 (b) the time and date of the Company’s next annual general meeting; or (c) the time and date of the approval of Shareholders of a transaction under Listing Rule 11.1.2 or 11.2 in respect of the Company, (10% Placement Facility). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1. An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company currently has a market capitalisation of $11,325,468 and is an eligible entity. The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer Section 6.2(c) below). 6.2 Description of Listing Rule 7.1A (a) Shareholder approval The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed. (b) Equity Securities Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Company, as at the date of the Notice, has on issue one class of quoted Equity Securities, being Shares (ASX: AI1). (c) Formula for calculating 10% Placement Facility Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12-month period after the annual general meeting, a number of Equity Securities calculated in accordance with the following formula: (A x D) – E Where: A is the number of fully paid ordinary securities on issue at the commencement of the relevant period: (A) plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 other than Exception 9,16 or 17; ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 10 (B) (C) plus the number of fully paid ordinary securities issued in relevant period on the conversion of convertible securities within Listing Rule 7.2 Exception 9 where: (1) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or (2) the issue of, or agreement to issue, the convertible securities approved, or taken to have been approved, under Listing Rule 7.1 or 7.4; plus the number of fully paid ordinary securities issued in relevant period under an agreement to issue securities within Listing Rule 7.2 Exception 16 where: (1) the agreement was entered into commencement of the relevant period; or before the (2) the agreement or issue was approved, or taken under these rules to have been approved, under rule 7.1 or rule 7.4; (D) plus the number of any other fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or rule 7.4; (E) plus the number of partly paid ordinary securities that became fully paid in the relevant period; (F) less the number of fully paid shares cancelled in the relevant period. Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity. (d) D is 10%. E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under Listing Rule 7.4. Listing Rule 7.1A and Listing Rule 7.3A The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1. At the 14 October 2024, the Company has on issue 231,132,002 Shares and therefore has a capacity to issue: (i) 34,669,800 Equity Securities under Listing Rule 7.1; and (ii) 23,113,200 Equity Securities under Listing Rule 7.1A. The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 11 Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 6.2(c) above). (e) Minimum Issue Price The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (f) (i) the date on which the price at which the Equity Securities are to be issued is agreed; or (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued. 10% Placement Period Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Meeting at which the approval is obtained and expires on the earlier to occur of: (i) the date that is 12 months after the date of the Meeting at which the approval is obtained; (ii) the time and date of the entity’s next annual general meeting; or (iii) the time and date of the approval by shareholders of the eligible entity’s ordinary securities of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), (10% Placement Period). 6.3 Listing Rule 7.1A The effect of Resolution 3 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1. Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) on the Resolution. 6.4 Specific information required by Listing Rule 7.3A Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows: (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before: ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 12 (b) (i) the date on which the price at which the Equity Securities are to be issued is agreed; or (ii) if the Equity Securities are not issued within 10 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued. If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table (in the case of Listed Options, only if the Listed Options are exercised). There is a risk that: (i) the market price for the Company’s Equity Securities in that class may be significantly lower on the date of the issue of the Equity Securities than of the date of the Meeting; and (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date, which may have an effect on the amount of funds raised by the issue of the Equity Securities. The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice. The table shows: (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and (ii) two examples of where the issue price or ordinary securities has decreased by 50% and increased by 100% as against the current market price. ADISYN LTD | NOTICE OF ANNUAL GENERAL MEETING 13 Variable “A” in Listing Rule 7.1A.2 Current Variable “A” 232,132,002 Shares 50% increase in current Variable “A 348,198,003 Shares 100% increase in current Variable “A” 464,264,004 Shares Dilution $0.0245 $0.049 $0.10 50% decrease in Issue Price Issue Price 100% increase in Issue Price 10% Voting Dilution 23,213,200 Shares 23,213,200 Shares 23,213,200 Shares Funds raised $566,273 $1,132,547 $2,265,094 10% Voting Dilution 34,819,800 Shares 34,819,800 Shares 34,819,800 Shares Funds raised $849,410 $1,698,820 $3,397,640 10% Voting Dilution 46,426,400 Shares 46,426,400 Shares 46,426,400 Shares Funds raised $1,132,547 $2,265,094 $4,530,187 Note The table has been prepared on the following assumptions: 1. The Company issues the maximum number of Equity Securities available under the 10% Placement Facility. 2. No Options (including any Options issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities; 3. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example at 10%. 4. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on the Shareholder’s holding at the date of the Meeting. 5. The table shows only the effect of issue of Equity Securities under Listin