Announcement PDF IMPORTANT NOTE The Notice of Annual General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your professional adviser prior to voting. Notice of Annual General Meeting, Explanatory Statement and Proxy Form Spectur Limited ACN 140 151 579 Meeting Format Virtually through an online facility using the following link: https://us06web.zoom.us/webinar/register/WN_CZMMpH4wQDeQe9uqH9iXQg Time and Date 9:30am (WST) Monday, 30 November 2026 SPECTUR LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 2 Contents Item Page Notice of Annual General Meeting 3 Meeting and Voting Information 7 Explanatory Statement 9 Glossary of Terms 26 Schedule 1 – Summary of Director Option 28 Schedule 2 – Summary of Employee Incentive Plan 29 Schedule 3 – Summary of MD Performance Right Terms 31 Schedule 4 – Summary of MD Service Right Terms 33 Proxy Form Attached Important Dates An indicative timetable of key proposed dates is set out below. These dates are indicative only and are subject to change. Event Date Last day for receipt of Proxy Forms – Proxy Forms received after this time will be disregarded 9:30am (WST) on Saturday, 28 November 2026 Snapshot date for eligibility to vote 4:00pm (WST) on Saturday, 28 November 2026 Annual General Meeting 9:30am (WST), Monday, 30 November 2026 SPECTUR LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 3 Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of Spectur Limited ACN 140 151 579 (Company) will be held virtually through an online facility using the following link: https://us06web.zoom.us/webinar/register/WN_CZMMpH4wQDeQe9uqH9iXQg at 9:30am (WST) Monday, 30 November 2026. Agenda Receive and Consider Reports To receive and consider the annual financial report, Directors’ report and Auditor’s report of the Company for the financial year ended 30 June 2026, as contained in the Company’s 2026 Annual Report. Resolution 1 Adoption of Remuneration Report (advisory only) To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the financial year ended 30 June 2026, as contained in the Company’s 2026 Annual Report, be adopted by the Company. Note: This Resolution is advisory only and does not bind the Company or the Directors. Resolution 2 Re-election of Marco Da Silva as a Director To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: That, for the purpose of Listing Rule 14.5, articles 6.3(c) of the Constitution, and for all other purposes, Marco Da Silva, being a Director who retires by rotation and, being eligible, offers himself for re-election, is re-elected as a Director. Resolution 3 Approval to issue Remuneration Shares to Director – Darren Cooper 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 10.11 and for all other purposes, Shareholders approve the issue of up to 4,891,199 Remuneration Shares to Darren Cooper (or his nominee), a Director of the Company, in lieu of cash as satisfaction of director fees for services to the Company for the period 1 October 2025 to 30 September 2026 to the value of $69,075.00, in the manner and on the terms and conditions set out in the Explanatory Statement. Resolution 4 Approval to issue Remuneration Shares to Director – Marco Da Silva 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 10.11 and for all other purposes, Shareholders approve the issue of up to 2,614,642 Remuneration Shares to Marco Da Silva (or his nominee), a Director of the Company, in lieu of cash as satisfaction of director fees for services to the Company for the period 1 October 2025 to 30 September 2026 to the value of $36,900.00, in the manner and on the terms and conditions set out in the Explanatory Statement. Resolution 5 Approval to issue Remuneration Shares to Former Director – Santo Carlini 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 10.11 and for all other purposes, Shareholders approve the issue of up to 1,880,444 Remuneration Shares to Santo Carlini (or his nominee), a former Director of the Company, in lieu of cash as satisfaction of director fees for services to the Company for the period 10 November 2025 to 1 September 2026 to the value of $28,566.67, in the manner and on the terms and conditions set out in the Explanatory Statement. SPECTUR LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 4 Resolution 6 Approval to issue Director Options the Employee Incentive Plan to Darren Cooper 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 10.14 and for all other purposes, Shareholders approve the issue of up to 8,000,000 Director Options to Darren Cooper (or his nominee), as a Director of the Company, under the Employee Incentive Plan, in the manner and on the terms and conditions described in the Explanatory Statement. Resolution 7 Approval to issue Director Options the Employee Incentive Plan to Marco Da Silva 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 10.14 and for all other purposes, Shareholders approve the issue of up to 8,000,000 Director Options to Marco Da Silva (or his nominee), as a Director of the Company, under the Employee Incentive Plan, in the manner and on the terms and conditions described in the Explanatory Statement. Resolution 8 Approval to issue Director Options the Employee Incentive Plan to Anthony Schmidt 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 10.14 and for all other purposes, Shareholders approve the issue of up to 8,000,000 Director Options to Anthony Schmidt (or his nominee), as a Director of the Company, under the Employee Incentive Plan, in the manner and on the terms and conditions described in the Explanatory Statement. Resolutions 9(a) & (b) Approval to issue MD Performance Rights & Service Rights to Anthony Schmidt under the Employee Incentive Plan To consider and, if thought fit, to pass with or without amendment, the following resolutions as separate ordinary resolutions: (a) That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to 6,000,000 MD Performance Rights to Anthony Schmidt (or his nominee), the Managing Director and CEO of the Company, under the Employee Incentive Plan, in the manner and on the terms and conditions described in the Explanatory Statement. (b) That, for the purposes of Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of up to 2,000,000 MD Service Rights to Anthony Schmidt (or his nominee), the Managing Director and CEO of the Company, under the Employee Incentive Plan, in the manner and on the terms and conditions described in the Explanatory Statement. Resolution 10 Approval to issue Equity Securities under Employee 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), and for all other purposes, Shareholders approve the issue of up to 50,000,000 Equity Securities under the Employee Incentive Plan, a summary of which is set out in Schedule 2 to the Explanatory Statement, in the manner and on the terms and conditions set out in the Explanatory Statement. Resolution 11 Approval of Additional Issuance Capacity To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities up to 10% of the 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 Explanatory Statement. SPECTUR LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 5 Voting Prohibitions and Exclusion Statements Resolution Excluded persons Exception Corporations Act voting prohibitions Resolution 1 In accordance with sections 250BD and 250R(4) of the Corporations Act, a vote on the Resolution must not be cast, and the Company will disregard votes cast: • by or on behalf of a member of Key Management Personnel the details of whose remuneration is included in the Remuneration Report or their Closely Related Parties, regardless of the capacity in which the vote is cast; or • by a proxy for a member of Key Management Personnel at the date of the Meeting or their Closely Related Parties. Any ineligible votes will not be counted in working out a percentage of votes cast or whether the Resolution is approved. A vote is not prohibited and will not be disregarded if the vote is cast by a proxy on behalf of a person entitled to vote on the Resolution: • in accordance with the directions on how the proxy is to vote, as specified in the proxy appointment; or • by the Meeting Chair in accordance with the express authorisation in the proxy appointment to exercise the proxy even though it is connected with the remuneration of a member of Key Management Personnel. Resolutions 3, 4, 6, 7, 8, 9(a), 9(b) & 10 In accordance with section 250BD of the Corporations Act, a vote on the Resolution must not be cast, and the Company will disregard votes cast: • by or on behalf of a member of Key Management Personnel or their Closely Related Parties, regardless of the capacity in which the vote is cast; or • by a proxy for a member of Key Management Personnel at the date of the Meeting or their Closely Related Parties. Any ineligible votes will not be counted in working out a percentage of votes cast or whether the Resolution is approved. A vote is not prohibited and will not be disregarded if the vote is cast by a proxy on behalf of a person entitled to vote on the Resolution: • in accordance with the directions on how the proxy is to vote, as specified in the proxy appointment; or • by the Meeting Chair in accordance with the express authorisation in the proxy appointment to exercise the proxy even though it is connected with the remuneration of a member of Key Management Personnel. Listing Rule voting exclusion statements Resolutions 3 to 5 For the purposes of Listing Rules 10.11 and 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a 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), or an ‘associate’ (as defined in the Listing Rules) of such person. In relation to Resolution 3, this includes Darren Cooper (or his nominee) or their associates. In relation to Resolution 4, this includes Marco Da Silva (or his nominee) or their associates. In relation to Resolution 5, this includes Santo Carlini (or his nominee) or their associates. The Company need not disregard a vote cast in favour of the Resolution if it is cast by: • 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; • the Meeting Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Meeting Chair on the Resolution as the Meeting Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the SPECTUR LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 6 Resolutions 6 to 9 For the purposes of Listing Rules 10.14 and 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Employee Incentive Plan, or an ‘associate’ (as defined in the Listing Rules) of such person. In relation to Resolution 6, this includes Darren Cooper (or his nominee) or an associate of that person or those persons. In relation to Resolution 7, this includes Marco Da Silva (or his nominee) or an associate of that person or those persons. In relation to Resolutions 8, 9(a) & 9(b) this includes Anthony Schmidt (or his nominee) or an associate of that person or those persons. 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’ (as defined in the Listing Rules) 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 10 For the purposes of Listing Rules 7.2 and 14.11, the Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is eligible to participate in the Employee Incentive Plan, or an ‘associate’ (as defined in the Listing Rules) of such person. Resolution 11 At the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A.2. Accordingly, a voting exclusion statement for the purposes of Listing Rules 7.3A.7 and 14.11 does not apply to the Resolution. Explanatory Statement For further information in relation to the items of business to be considered at the Meeting, please refer to the Explanatory Statement which accompanies this Notice. The Explanatory Statement forms part of this Notice. Definitions Unless inconsistent with the context, capitalised terms used in this Notice will have the meanings given to them in the Glossary set out in the Explanatory Statement. By order of the Company’s Board of Directors. Suzie Foreman Company Secretary 19 October 2026 SPECTUR LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 7 Meeting and Voting Information Voting entitlement The Board has determined that, for the purposes of voting at the Meeting, Shares will be taken to be held by persons who are registered as the holders of Shares at 4:00pm (WST) on Saturday, 28 November 2026. Participation The Meeting will be held as a virtual meeting. Shareholders may attend and participate (including to vote) in person or online using the following link https://us06web.zoom.us/webinar/register/WN_CZMMpH4wQDeQe9uqH9iXQg Appointment of Corporate Shareholder representatives A Shareholder that is a corporation may appoint an individual to act as its representative in accordance with section 250D of the Corporations Act. The Shareholder must lodge a satisfactory and duly executed appointment document with the Securities Registry in accordance with the instructions below. Appointment of attorneys A Shareholder may appoint an attorney to act on the Shareholder’s behalf at the Meeting. To do so, the Shareholder must lodge a duly executed power of attorney with the Securities Registry in accordance with the instructions below. Appointment of proxies A Shareholder entitled to attend and vote at the Meeting is entitled to appoint up to two proxies. A proxy does not need to be a Shareholder. To appoint a second proxy, a Shareholder must state on each Proxy Form (in the appropriate box) the percentage of voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half the Shareholder’s votes. Fractions of votes will be disregarded. Appointing the Meeting Chair as proxy Shareholders may appoint the Meeting Chair as their proxy by marking the relevant box on the Proxy Form. Proxy Forms submitted without specifying the name of the proxy or expressly nominating the Meeting Chair as proxy will be deemed an appointment of the Meeting Chair. The Meeting Chair will be deemed proxy for a Shareholder if the proxy named in the Proxy Form does not attend the Meeting. Directing a proxy how to vote Shareholders may direct a proxy whether to vote for or against, or to abstain from voting, on a Resolution by marking the relevant box on the Proxy Form. Shareholders may also specify the proportion or number of votes that a proxy may exercise. All votes must be cast in accordance with such directions. Directed proxies that are not voted on a poll at the Meeting by an appointed proxy will default to the Meeting Chair who will be required to vote proxies as directed on a poll. Subject any legal restrictions on proxy voting, a proxy may vote on a Resolution at their discretion unless the Proxy Form directs the proxy how to vote on the Resolution. Voting restrictions that may affect proxy appointment Voting restrictions under the Corporations Act and/or the Listing Rules apply to certain Resolutions. Please refer to the ‘Voting Prohibitions and Exclusion Statements’ section above for further details in this regard. Shareholders intending to appoint the Meeting Chair, a Director or any other member of Key Management Personnel or any of their Closely Related Parties as proxy are encouraged to direct them how to vote on all the Resolutions. A Shareholder who appoints a proxy but subsequently attends the Meeting may vote on the items of business at the Meeting. Any such vote by the Shareholder will invalidate the votes cast by their proxy. SPECTUR LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 8 Lodgement of appointment documents Duly completed corporate representative appointment documents, powers of attorney and Proxy Forms (together with any power of attorney or other authority under which they are executed, if applicable) must be received by the Securities Registry on or before 9:30am (WST) on Saturday, 28 November 2026. Documents received after that time will be invalid. Appointment documents are to be lodged as follows: online: https://singleholding.automic.com.au/login Note: Online lodgement is the fastest and easiest way to vote by proxy and is recommended by the Securities Registry in light of delays to postal services. by email: meetings@automicgroup.com.au by post: Automic, GPO Box 5193, Sydney, NSW 2001 Proxy voting intention of Meeting Chair The Meeting Chair intends to vote all undirected proxies FOR each of the Resolutions. In exceptional cases, the Meeting Chair may change their voting intention, in which case the Company will make an announcement to ASX in this regard. Voting procedure Voting on each Resolution at the Meeting will be conducted by way of a poll. Questions by Shareholders The Meeting Chair will allow a reasonable opportunity at the Meeting for Shareholders to ask questions or make comments on the management of the Company and the Remuneration Report. The Meeting Chair will also allow a reasonable opportunity for Shareholders to put questions to the representative of the Auditor about: • the conduct of the audit; • the preparation and content of the Auditor’s report; • the accounting policies adopted by the Company in relation to the preparation of financial statements; and • the independence of the Auditor in relation to the conduct of the audit. To assist the Board and the Auditor in responding to any questions that you may have, please submit any questions to the Company in the same manner as outlined above for lodgement of appointment documents by 5:00pm (WST) on 23 November 2026. The Company will make available at the Meeting questions directed to the Auditor which the Auditor considers relevant to the conduct of the audit of the 2026 Annual Report received in writing before this time. The Meeting Chair will allow a reasonable opportunity for the Auditor to respond to the questions set out on this list. SPECTUR LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 9 Explanatory Statement This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the General Meeting. The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions in the accompanying Notice of Annual General Meeting. This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary or otherwise in the Explanatory Statement. 1. Annual Financial Report The Corporations Act requires that the annual financial statements, Directors’ report and Auditor’s report of the Company for the year ended 30 June 2026 be tabled at the Meeting. These reports are contained in the 2026 Annual Report which is available on the Company’s website, https://investorhub.spectur.com.au/announcements. Shareholders will be given reasonable opportunity to raise questions on these reports and ask questions of the Auditor. 2. Resolution 1: Adoption of Remuneration Report 2.1 Background Pursuant to section 250R(2) of the Corporations Act, the Company submits to Shareholders for consideration and adoption, by way of a non-binding resolution, its remuneration report for the year ended 30 June 2026 (the Remuneration Report). The Remuneration Report is a distinct section of the annual directors’ report (the Directors’ Report) which deals with the remuneration of Directors, executives and senior managers of the Company. More particularly, the Remuneration Report can be found within the Directors’ Report in the Company’s 2026 Annual Report. The Annual Report will be available on the Company's website at https://investorhub.spectur.com.au/announcements. By way of summary, the Remuneration Report: • explains the Company’s remuneration policy and the process for determining the remuneration of its Directors and executive officers; • addresses the relationship between the Company’s remuneration policy and the Company’s performance; and • sets out the remuneration details for each Director and executive officer named in the Remuneration Report for the financial year ended 30 June 2026. The remuneration levels for Directors, executives and senior managers are competitively set to attract and retain appropriate Directors and key management personnel. The Chair of the Meeting will provide a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company. Notwithstanding, the Board will take the outcome of the vote into consideration when considering remuneration policy of the Company going forward. 2.2 Corporations Act requirements Section 250R(2) of Corporations Act requires a listed public company to put a resolution to its shareholders that the remuneration report set out in the directors’ report for the preceding financial year be adopted. If 25% or more of votes that are cast on the resolution are voted against the adoption of the remuneration report at two consecutive annual general meetings of a company, its shareholders will be required to vote at the second of those annual general meetings on a resolution (a Spill Resolution) that a further meeting be held within 90 days at which all of the offices of director are vacated (other than the office of managing director) and each such office will be put to a vote. It is noted that at the Company’s 2025 annual general meeting, the votes cast against the remuneration report represented less than 25% of the total votes cast and accordingly, a Spill Resolution will not under any circumstances be required for this year’s Annual General Meeting. 2.3 Directors’ recommendation The Directors decline to make a recommendation as to how Shareholders should vote in respect of Resolution 1 as they each have an interest in the outcome of the Resolution. SPECTUR LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 10 3. Resolution 2: Re-election of Marco Da Silva as a Director 3.1 Background The Company announced on 18 October 2023 that Marco Da Silva was appointed as an additional non-executive Director, commencing on 23 November 2023. Mr Da Silva was subsequently re-elected as a Director of the Company at the Company’s 2024 annual general meeting. Mr Da Silva will retire at the Meeting by rotation, and being eligible, submits himself for re-election. Resolution 2 is an ordinary resolution for the re-election of Mr Da Silva as a Director. If the Resolution is not passed, Mr Da Silva will not be re-elected as a Director. 3.2 Listing Rule and Constitutional requirements Listing Rule 14.4 provides, among other things, that a director of an entity must not hold office (without re-election) past the third annual general meeting of the entity following the director’s appointment, or 3 years, whichever is the longer. Listing Rule 14.5 requires that an entity which has directors must hold an election of directors at each annual general meeting. The note to the rule provides that if no director is required to stand for re-election under Listing Rule 14.4, an entity must select at least one director to stand for re-election by calling for a volunteer or by drawing lots. The rule does not apply to the entity’s managing director, unless there is more than one managing director, in which case only one is entitled not to be subject to re-election. Articles 6.3(b) to (f) of the Constitution substantially reflect the director rotation requirements of Listing Rules 14.4. They provide that the Directors to retire are: • those who have held their office as Director the longest period of time since their last election or appointment to that office; and • if two or more Directors have held office for the same period of time, those Directors determined by lot, unless those Directors agree otherwise, and those Directors who retire are eligible for re-election. 3.3 Biography Marco has over 30 years’ experience across manufacturing, project delivery and market expansion. He is CEO of Grant Transformers, Director of Star Delta and Managing Director of Antipodes Power Solutions, where he has led the growth of Grant Transformers into a multi-million-dollar, nationally recognised manufacturer supplying the utilities, mining and industrial sectors. He has extensive exposure to the government sectors across Australia and South Africa, along with deep expertise in design, manufacturing, supply chain management and international sourcing and servicing. 3.4 Directors’ recommendation The Directors (other than Mr Da Silva) support the re-election of Mr Da Silva and recommend that Shareholders vote in favour of Resolution 2. Mr Da Silva declines to make a voting recommendation noting his interest in the Resolution. 4. Resolutions 3 to 5: Approval to issue Remuneration Shares to Darren Cooper, Marco Da Silva and Santo Carlini 4.1 Background Darren Cooper, Marco Da Silva and Santo Carlini have each agreed to receive Shares in lieu of cash (Remuneration Shares) in respect of director fees owing to them for the following periods: • in relation to Mr Cooper and Mr Da Silva, 50% for the period 1 October 2025 to 30 June 2026 and then 100% for the period 1 July 2026 to 30 September 2026; and • in relation to Mr Carlini, 50% for the period of 10 November 2025 to 30 June 2026 and then 100% from 1 July 2026 to 30 August 2026. Mr Cooper is the Non-Executive Chairman of the Company and Mr Da Silva is a Non-Executive Director of the Company. Mr Carlini was a Non-Executive Director of the Company, until his resignation on 1 September 2026. 4.2 Resolution Resolution 3 is an ordinary resolution to approve the issue of up to 4,891,199 Remuneration Shares to Mr Cooper (or his nominee) for the purposes of Listing Rule 10.11. SPECTUR LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM 11 Resolution 4 is an ordinary resolution to approve the issue of up to 2,614,642 Remuneration Shares to Mr Da Silva (or his nominee) for the purposes of Listing Rule 10.11. Resolution 5 is an ordinary resolution to approve the issue of up to 1,880,444 Remuneration Shares to Mr Carlini (or his nominee) for the purposes of Listing Rule 10.11. The number of Remuneration Shares to be issued to each of the recipients has been calculated based on the VWAP for Shares traded each month over the period to which the Director fees relate. 4.3 Related party financial benefits Chapter 2E of the Corporations Act regulates the provision of “financial benefits” by a public company to “related parties” of the company. Specifically, section 208 of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the company without prior shareholder approval, unless the giving of the financial benefit falls within a specified exception. A “related party” has a broad meaning under the Corporations Act and includes directors of a public company, including directors of the company within the previous 6 months. Accordingly, Messrs Cooper, Da Silva and Carlini are related parties of the Company. A “financial benefit” also has a