Notice of Extraordinary General Meeting
Released
Released
Announcement PDF
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ME_963695403_2
Notice of
Extraordinary General Meeting
Friday, 26 June 2026
10.00am AEST
Level 2, 1 Taubman Street, Symonston, ACT 2609
Electro Optic Systems Holdings Limited
ACN 092 708 364
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Participation in the EGM
This Extraordinary General Meeting (EGM) of Electro Optic Systems Holdings Limited (EOS or
Company) will be held on Friday, 26 June 2026 commencing at 10.00am (AEST) at Level 2, 1 Taubman
Street, Symonston, ACT 2609.
Shareholders can participate in the EGM in the following ways:
Before the EGM
EGM Notice of Meeting Vote or appoint proxy Ask a question
Access online at
https://eos-aus.com/investor/
Return the hard copy Voting Form or
vote online at
https://au.investorcentre.mpms.mu
fg.com
To be valid, your Direct Vote or proxy
appointment must be received by
10.00am AEST on Wednesday, 24
June, 2026
Submit questions online at
https://au.investorcentre.mpms.
mufg.com by 5.00pm on Monday,
22 June 2026
Request a hard copy of the Notice of
Meeting by phone at +61 1300 554 474 or
email communications@cm.mpms.mufg.com
At the EGM
Attend the EGM in person
The EGM will be held at Level 2, 1 Taubman Street, Symonston, ACT 2609.
Shareholders, proxyholders, body corporate representatives or attorneys attending the meeting in person will be able to ask
questions or make a comment and vote at the meeting.
If you would like to receive a printed copy of this Notice of Meeting or any future notices, please contact the
Share Registry on + 61 1300 554 474.
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Notice of Extraordinary General Meeting
Notice is hereby given that an Extraordinary General Meeting (EGM) of Shareholders of Electro Optic
Systems Holdings Limited (Company or EOS) will be held on Friday,, 26 June 2026 at 10.00am (AEST)
at Level 2, 1 Taubman Street, Symonston, ACT 2609 (Meeting).
The Explanatory Memorandum accompanying this Notice provides additional information on matters
to be considered at the Meeting. The Explanatory Memorandum, Voting Procedures and the Voting
Form comprise part of this Notice.
Items of business
__________________________________________________________________________________
Item 1: Approval to issue Strategic Placement Shares to Generation 5 Holding L.L.C
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
'That the issue of 3,750,000 Strategic Placement Shares at A$8.00 per Share to Generation 5 Holding
L.L.C under the Strategic Placement is approved under and for the purposes of Listing Rule 7.1 and for
all other purposes, on the terms and conditions in the Explanatory Memorandum'.
Note: A voting exclusion applies to this resolution (see Explanatory Memorandum for details).
Item 2: Approval to issue Strategic Placement Shares to Strategic Placement Participant
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
'That the issue of 1,250,000 Strategic Placement Shares at A$8.00 per Share to the Strategic Placement
Participant (or their respective nominee(s)) under the Strategic Placement is approved under and for
the purposes of Listing Rule 7.1 and for all other purposes, on the terms and conditions in the
Explanatory Memorandum'.
Note: A voting exclusion applies to this resolution (see Explanatory Memorandum for details).
Item 3: Ratification of prior issue of performance rights in connection with acquisition of MARSS
To consider, and if thought fit, pass the following as an ordinary resolution of the Company:
'That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify and confirm
the issue of 21 Performance Rights (which on vesting will result in the issuance of up to 28,942,814
Shares) in connection with the Company's acquisition of MARSS, on the terms and conditions set out
in the Explanatory Memorandum.'
Note: A voting exclusion applies to this resolution (see Explanatory Memorandum for details).
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Voting Procedures
All resolutions will be by poll
_________________________________________________________________________
In accordance with clause 40.2 of the Company’s Constitution (Constitution) the Chair intends to demand a poll on each of
the resolutions proposed at the Meeting. Each resolution considered at the Meeting will therefore be conducted by a poll.
The Chair considers voting by poll to be in the interests of Shareholders as a whole and is a way to ensure the views of as
many Shareholders as possible are represented at the Meeting.
Entitlement to vote
_________________________________________________________________________
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 Shareholders of the Company as at 7.00pm (AEST) on
Wednesday, 24 June 2026 (Entitlement Time).
This means that if you are not the registered holder of a Share in the Company at the Entitlement Time, you will not be
entitled to vote at the Meeting.
How to vote – before the EGM
_________________________________________________________________________
Direct vote – using the Voting Form
In accordance with clause 50 of the Constitution, Shareholders are able to vote directly on resolutions considered at the
Meeting at any time between the date of this Notice of Meeting and 10.00am (AEST) on 10.00am, Wednesday, 24 June
2026 by returning the hard copy Voting Form or by voting online (further details below).
If you lodge a direct vote you are voting directly and are not appointing a third party, such as a proxy, to act on your behalf.
The EOS Direct Voting Regulations governing direct voting are available on the Company website at https://eos-
aus.com/about-us/corporate-governance/. By submitting a direct vote, you agree to be bound by the EOS Direct Voting
Regulations.
Appointment of Proxy
A Shareholder who is entitled to vote at the Meeting is entitled to appoint not more than two proxies to vote in place of the
Shareholder.
If the Shareholder appoints two proxies, the Shareholder may specify the proportion or number of votes each proxy is
entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the Shareholder’s votes.
If the specified proportion or number of votes exceeds that which the Shareholder is entitled to, each proxy may exercise
half of the Shareholder’s votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be
disregarded.
A proxy need not be a Shareholder of the Company. A body corporate appointed as a Shareholder’s proxy may appoint a
representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should
bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed,
unless it has previously been given to the Company.
If a Shareholder:
- has not directed their proxy how to vote on Items the subject of this Meeting, the proxy may vote as the proxy
determines; and
- appoints the Chair of the Meeting as proxy and does not direct the Chair how to vote on an Item of business, the Chair
will vote in accordance with his voting intention as stated in this Notice of Meeting.
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Submitting your Voting Form
To be valid, a Voting Form must be received by the Company in the manner set out in this Notice.
The Chair’s decision on the validity of a direct vote, vote cast by a proxy or vote cast in person, is conclusive and the Company
reserves the right to declare invalid any Voting From not received in this manner.
For your proxy or direct vote prior to the EGM to be effective, your completed, signed and lodged Voting Form (together
with the relevant original power of attorney or a certified copy of the proxy signed by an attorney) must be received by the
Company’s Share Registry, MUFG Corporate Markets (AU) Limited , no later than 10.00am (AEST) on Wednesday, 24 June
2026 (Proxy Deadline). After this time, you will still be able to lodge your vote during the EGM by attending the Meeting in
person.
Voting forms may be submitted in one of the following ways:
Online: Via the Company’s Share Registry at https://au.investorcentre.mpms.mufg.com. You will need
your control number (see proxy form), Securityholder Reference Number (SRN) or Holding
Identification Number (HIN) and postcode for your shareholding.
Mobile device: Using a mobile device by scanning the QR code on the front of the Voting Form. You will also need
your postcode for your shareholding.
By post: MUFG Corporate Markets (AU) Limited Locked Bag A14, Sydney South NSW 1235 Australia. Please
allow sufficient time so that it reaches MUFG by the Proxy Deadline.
By fax: +61 2 9287 0309
By hand delivery: MUFG Corporate Markets (AU) Limited, Parramatta Square, Level 22, Tower 6, 10 Darcy Street,
Parramatta NSW 2150.
Voting Forms and Powers of Attorney must be received by the Proxy Deadline.
Power of Attorney
A proxy appointment and the original power of attorney (if any) under which the proxy appointment is signed (or a certified
copy of that power of attorney or other authority) must be received by the Company no later than the Proxy Deadline.
Corporate Representatives
A body corporate which is a Shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as
its representative at the Meeting. The appointment of the representative must comply with the requirements under section
250D of the Corporations Act. The representative must bring to the EGM a properly executed letter or other document
confirming its authority to act as the body corporate’s representative. A ‘Certificate of Appointment of a Corporate
Representative’ form can be obtained from the Share Registry or online at https://au.investorcentre.mpms.mufg.com by
selecting "Printable Forms".
How to vote – during the EGM
_________________________________________________________________________
Attending in person
Shareholders, proxyholders, body corporate representatives or attorneys attending the Meeting in person will be able to
vote and ask questions or make comments, at the Meeting.
Proxy Voting by the Chair
_________________________________________________________________________
The Chair intends to vote all undirected proxies in favour of all resolutions in the Notice convening the Meeting.
Questions and Comments from Shareholders
_________________________________________________________________________
Before the EGM
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Shareholders can submit questions in advance of the EGM via the Share Registry website at
https://au.investorcentre.mpms.mufg.com. To allow time to collate questions and prepare answers, please submit any
questions by 5.00pm on Monday, 22 June 2026.
Questions will be collated and the Chair and/or CEO will seek to address as many of the more frequently raised topics as
possible during the EGM. Please note that individual responses will not be sent to Shareholders.
During the EGM
Shareholders, proxyholders, body corporate representatives or attorneys attending the Meeting in person will be able to ask
questions or make comments during the Meeting.
BY ORDER OF THE BOARD
Melanie Andrews BComm, FCPA, MBA, GAICD
Company Secretary
27 May 2026
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Explanatory Memorandum
This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in relation to the
business to be conducted at the Company’s EGM to be held at 10.00am AEST on Friday, 26 June 2026.
This Explanatory Memorandum provides Shareholders with information that is reasonably required for them to decide how
to vote on the resolutions.
The Board recommends that Shareholders vote in favour of all resolutions. The Chair intends to vote all undirected proxies
in favour of all resolutions in the Notice convening the Meeting.
The resolutions in this Notice of Meeting ordinary resolutions, which require a simple majority of votes cast by Shareholders
entitled to vote on the resolution.
_________________________________________________________________________
Item 1: Approval to issue Strategic Placement Shares to Generation 5 Holding L.L.C
Background
On 20 May 2026, the Company announced the completion of a fully underwritten institutional placement to raise
approximately A$150 million (before costs) (Institutional Placement) through the issue of 18,750,000 new Shares to
institutional investors at an issue price of A$8.00 per Share pursuant to the Company's existing Listing Rule 7.1A capacity
(Institutional Placement Shares). The Institutional Placement Shares were issued on 25 May 2026.
Also, on 20 May 2026, the Company also announced a non-underwritten strategic placement to raise A$40 million (before
costs) in addition to the Institutional Placement and conditional on shareholder approval under Listing Rule 7.1 (Strategic
Placement) through the issue of 5,000,000 new Shares to Generation 5 Holding L.L.C. (a related entity of Calidus L.L.C, a
major provider of defence equipment, technology and services based in Abu Dhabi) (Generation 5) and another institutional
investor focussed on the defence sector (Strategic Placement Participant) at A$8.00 per Share (Strategic Placement Shares)
as follows:
• 3,750,000 Strategic Placement Shares to Generation 5 to raise A$30 million; and
• 1,250,000 Strategic Placement Shares to the Strategic Placement Participant to raise A$10 million,
(together with the Institutional Placement, the Placement).
For further details of the Placement, please refer to the Company's announcements dated 18 May 2026 and 20 May 2026.
Proceeds from the Placement and the Company's proposed share purchase plan (SPP), together with the secured term loan
facility provided by Washington H. Soul Pattinson (as previously announced on 12 January 2026), will be used to fund the
upfront consideration of the MARSS acquisition, and increase balance sheet flexibility to pursue growth opportunities and
execute on strategic initiatives.
General
Resolution 1 seeks the approval of Shareholders for the issue of 3,750,000 Strategic Placement Shares to Generation 5 under
and for the purposes of Listing Rule 7.1.
Listing Rule 7.1
Listing Rule 7.1 provides that a listed company must not, subject to specified exceptions, issue or agree to issue more equity
securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities
on issue at the commencement of that 12-month period. As the issue of the Strategic Placement Shares to Generation 5
does not fit within any of the exceptions to Listing Rule 7.1 (and exceeds the 15% limit in Listing Rule 7.1), approval from the
Company's Shareholders is required to be obtained for the issue of the Strategic Placement Shares to Generation 5.
To this end, Resolution 1 seeks the required Shareholder approval to the issue of 3,750,000 Strategic Placement Shares to
Generation 5 under and for the purposes of Listing Rule 7.1.
If Resolution 1 is passed, the Company will be able to proceed with the issue and raise $30 million for the purposes outlined
in the 'Background' above. In addition, the issue will be excluded from the calculation of the number of Equity Securities that
the Company can issue without Shareholder approval under Listing Rule 7.1.
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If Resolution 1 is not passed, the Company will not be able to proceed with the issue of the Strategic Placement Shares to
Generation 5.
Specific information required by Listing Rule 7.3
Under and for the purposes of Listing Rule 7.3, the following information is provided in relation to the proposed issue of the
Strategic Placement Shares to Generation 5:
(a) the Strategic Placement Shares will be issued to Generation 5;
(b) a maximum of 3,750,000 Strategic Placement Shares are to be issued under this Resolution 1;
(c) the issue of the Strategic Placement Shares to Generation 5 will be issued as fully paid ordinary shares in the capital
of the Company and will rank equally in all respects with the Company's existing Shares on issue;
(d) the Strategic Placement Shares will be issued to Generation 5 no later than three months after the date of the
Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules), and it is intended
they be issued on or around 1 July 2026;
(e) the Strategic Placement Shares will be issued to Generation 5 at A$8.00 per Share;
(f) the proceeds from the issue of the Strategic Placement Shares to Generation 5 will be used for the
same purposes as all other funds raised under the Placement (as set out under the heading 'Background' above);
(g) there are no additional material terms with respect to the subscription agreement for the issue of the Strategic
Placement Shares to Generation 5 other than that settlement of the issue will not proceed unless the Company
obtains Shareholder approval for the issue of the Strategic Placement Shares to Generation 5 under Listing Rule
7.1, by 15 July 2026 (or such other date as the parties agree).
Voting Exclusion
The Company will disregard any votes cast on the resolution in Item 1 by Generation 5 and any Associates of that person or
those persons.
However, this does not apply to a vote cast in favour of this resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on Item 1, in accordance with the directions
given to the proxy or attorney to vote on these resolutions in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Item 1, in accordance with a
direction given to the Chair to vote on these 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 Item 1; and
(ii) the holder votes on Item 1 in accordance with directions given by the beneficiary to the holder to vote
in that way.
Board recommendation
The Board recommends that Shareholders vote in favour of Resolution 1.
Item 2: Approval to issue Strategic Placement Shares to the Strategic Placement Participant
General
Details of the Strategic Placement are outlined above in the 'Background' to Item 1.
Resolution 2 seeks the approval of Shareholders for the issue of 1,250,000 Strategic Placement Shares to the Strategic
Placement Participant (or its nominee) under and for the purposes of Listing Rule 7.1.
Listing Rule 7.1
A summary of Listing Rule 7.1 is contained in Item 1 above.
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The proposed issue of Strategic Placement Shares does not fall within any of these exceptions and exceeds the 15% limit in
Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.
To this end, Resolution 2 seeks the required Shareholder approval to the issue of 1,250,000 Strategic Placement Shares to
the Strategic Placement Participant (or its nominee) under and for the purposes of Listing Rule 7.1.
If Resolution 2 is passed, the Company will be able to proceed with the issue and raise A$10 million for the purposes outlined
in Item 1 under the heading 'Background'. In addition, the issue will be excluded from the calculation of the number of Equity
Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
If Resolution 2 is not passed, the Company will not be able to proceed with the issue of the Strategic Placement Shares to
the Strategic Placement Participant.
Specific information required by Listing Rule 7.3
Under and for the purposes of Listing Rule 7.3, the following information is provided in relation to the proposed issue of the
Strategic Placement Shares to the Strategic Placement Participant:
(a) the Strategic Placement Shares will be issued to the Strategic Placement Participant (being an institutional investor
focussed on the defence sector);
(b) a maximum of 1,250,000 Strategic Placement Shares are to be issued under this Resolution 2;
(c) the issue of the Strategic Placement Shares to the Strategic Placement Participant will be issued as fully paid
ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing
Shares on issue;
(d) the Strategic Placement Shares will be issued to the Strategic Placement Participant no later than three months
after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing
Rules), and it is intended they be issued on or about 1 July 2026;
(e) the Strategic Placement Shares will be issued to the Strategic Placement Participant at A$8.00 per Share;
(f) the proceeds from the issue of the Strategic Placement Shares to the Strategic Placement Participant will be used
for the same purposes as all other funds raised under the Placement (as set out under the heading 'Background' in
Item 1 above);
(g) there are no additional material terms with respect to the subscription agreement for the issue of the Strategic
Placement Shares to the Strategic Placement Participant other than that settlement of the issue will not proceed
unless the Company obtains Shareholder approval for the issue of the Strategic Placement Shares to the Strategic
Placement Participant under Listing Rule 7.1, by 15 July 2026 (or such other date as the parties agree).
Voting Exclusion
The Company will disregard any votes cast on the resolution in Item 2 by the Strategic Placement Participant and any
Associates of that person or those persons.
However, this does not apply to a vote cast in favour of this resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on Item 2, in accordance with the directions
given to the proxy or attorney to vote on these resolutions in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on Item 2, in accordance with a
direction given to the Chair to vote on these 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 Item 2; and
(ii) the holder votes on Item 2 in accordance with directions given by the beneficiary to the holder to vote
in that way.
Board recommendation
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The Board recommends that Shareholders vote in favour of Resolution 2.
Item 3: Ratification of prior issue of Performance Rights in connection with acquisition of MARSS
Background
As announced to ASX on 12 January 2026, the Company has entered into a binding agreement to acquire the MARSS group
business (MARSS) and, as announced to ASX on 15 May 2026, the Company agreed to certain amendments to the binding
agreement (as amended, the MARSS Agreement) and the acquisition of MARSS was completed on 21 May 2026.
MARSS is a defence and security technology provider focused on developing and marketing sensor-fusion technology and
AI-enabled C2 systems primarily for counter-drone use. The acquisition includes MARSS’ NiDAR C2 technology, sensor-fusion
and AI software platform and hardware offering, along with associated customer contracts, intellectual property and
personnel.
Under the terms of the MARSS Agreement, the Company agreed to pay the following consideration to acquire the MARSS
business:
• upfront cash payment of €36m payable to the MARSS vendors; plus
• additional contingent consideration of up to €140m in value payable to management shareholders of MARSS via a three
tranche earnout (Earnout) which was facilitated by way of the issue of 21 performance rights (MARSS Performance
Rights) to such MARSS management shareholders on completion of the MARSS acquisition, which occurred on 21 May
2026. If the Earnout is achieved, the Performance Rights will vest into a maximum of 28,942,814 Shares at a price of:
o in respect of the first 23,529 411 Shares, A$7.40 per Share; and
o in respect of the next 5,413,403 Shares, at a conversion price equal to the volume weighed average of the Share
price in the 5 trading days (converted into euros at the exchange rate on the day) prior to completion of the
acquisition of MARSS (“New Conversion Price”).
If the aggregate amount payable under the MARSS Performance Rights exceeds the value of those 28,942,814 Shares at
those prices, the balance will be payable in cash.
Further details of the Earnout and the MARSS acquisition (including the amendments agreed to by the Company on 15 May
2026) are set out in the Company's announcements to ASX. The announcement dated 12 January 2026 and titled 'Acquisition
of MARSS Counter-Drone C2 System Provider' provides details of the MARSS business, and the announcement dated 15 May
2026 and titled 'Capital Raising to Support Growth Opportunities' provides details of the amendments to the MARSS
Agreement.
ASX Listing Rule 7.4
ASX Listing Rule 7.1 restricts the number of Equity Securities which a listed entity may issue in any 12 month period, without
the approval of Shareholders, to 15% of the number of securities on issue at the start of the period, subject to certain
adjustments and permitted exceptions.
The issue of the MARSS Performance Rights under the MARSS Agreement does not fit within any of the exceptions in the
ASX Listing Rule 7.2 and, as it has not yet been approved by the Shareholders, it uses all of the Company's 15% placement
capacity under ASX Listing Rule 7.1. This reduces the Company’s capacity to issue further Equity Securities without
Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the date of the agreements to issue of
the MARSS Performance Rights.
ASX Listing Rule 7.4 provides that an issue of securities is deemed to have been made with Shareholder approval if ASX Listing
Rule 7.1 is not breached at the time the securities were issued and Shareholders subsequently approve the issue of Equity
Securities. If Shareholders ratify the issue of the MARSS Performance Rights pursuant to the resolution in Item 3 the issue of
the MARSS Performance Rights (and the 28,942,814 Shares into which they vest) is taken to have been approved under ASX
Listing Rule 7.1 and the issue of the MARSS Performance Rights and the Shares into which they vest will not reduce the
Company's capacity to issue further Equity Securities under ASX Listing Rule 7.1 over the following 12 month period.
To this end, the resolution in Item 3 seeks Shareholder ratification for the issue by the Company of the MARSS Performance
Rights (and the 28,942,814 Shares into which they may vest) under the MARSS Agreement, and for the purposes of ASX
Listing Rule 7.4.
If Shareholders approve the resolution in Item 3, the issue of the MARSS Performance Rights (and the 28,942,814 Shares into
which they may vest) will be excluded in calculating the Company's 15% placement capacity in ASX Listing Rule 7.1. This
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increases the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period
following the dates of the agreements to issue of the MARSS Performance Rights.
If Shareholder approval is not obtained
If Shareholders do not approve the resolution in Item 3, the issue of the MARSS Performance Rights (and the 28,942,814
Shares into which they vest) will remain as issued under the Company’s 15% placement capacity in ASX Listing Rule 7.1 for a
period of 12 months following their dates of agreements to issue. This decreases the number of Equity Securities the
Company can issue without Shareholder approval over the 12 month period following the dates of agreements of issue of
the MARSS Performance Rights.
Information required by ASX Listing Rule 7.5
The following information is provided to Shareholders to allow them to assess the resolution in Item 3, including for the
purposes of ASX Listing Rule 7.5:
i. Names of the persons to whom the MARSS Performance Rights are to be issued or the basis on which those persons
were identified or selected
The MARSS Performance Rights the subject of this resolution were issued to those sellers of the MARSS assets who are
management shareholders of MARSS (MARSS Management Shareholders). No MARSS Management Shareholder is a related
party of the Company, a member of KMP, a substantial shareholder of the Company, an adviser to the Company or an
Associate of any such party.
ii The number and class of securities to be issued
Shareholders are being asked to approve the issue of an aggregate of 21 Performance Rights to seven MARSS Management
Shareholders comprising 1 A1 Class Performance Right, 1 A2 Class Performance Right, 1 A3 Class Performance Right, 1 B1
Class Performance Right, 1 B2 Class Performance Right, 1 B3 Class Performance Right, 1 C1 Class Performance Right, 1 C2
Class Performance Right, 1 C3 Class Performance Right, 1 D1 Class Performance Right, 1 D2 Class Performance Right, 1 D3
Class Performance Right, 1 E1 Class Performance Right, 1 E2 Class Performance Right, 1 E3 Class Performance Right, 1 F1
Class Performance Right, 1 F2 Class Performance Right, 1 F3 Class Performance Right, 1 G1 Class Performance Right, 1 G2
Class Performance Right and 1 G3 Class Performance Right.
The MARSS Performance Rights will vest, if the Earnout is achieved, into a maximum of 28,942,814 Shares.
iii If the securities are not fully paid ordinary securities, a summary of the material terms of the securities
The table below summaries the key terms of the MARSS Performance Rights:
Term Details
Number of
MARSS
Performance
Rights
The MARSS Management Shareholders were issued the following performance rights on 22 May 2026:
▪ MARSS Management Shareholder #1: 1 A1 Class Performanc
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