Announcement PDF Litchfield Minerals Limited · ACN 612 660 429 · [Registered office address] litchfieldminerals.com.au #11155591v1 Dear Shareholders, On behalf of the Board, I am pleased to invite you to Litchfield’s Annual General Meeting to be held at 10:00am (Brisbane time) on Tuesday, 24 November 2026 at the offices of Moore Australia, Level 6, 10 Eagle St, Brisbane QLD 4000. At this Meeting I will present your Company’s Annual Report for the financial year ended 30 June 2026 along with an overview of our important achievements during the year and update you on our vision, strategy and priorities for the coming year. At the Meeting, the formal business to be conducted includes: ▪ Receiving the Financial Statements and Reports; ▪ Approving the Remuneration Report; ▪ The re-election of Professor Mark Noppé; ▪ Grant of MD Rights to Managing Director Matthew Pustahya; ▪ Grant of NED Rights to Non-Executive Directors Dr Peter Eaglen and Prof. Mark Noppe; ▪ Refreshing the Company’s ESOP; and ▪ Approval of an additional 10% capacity under Listing Rule 7.1A. The enclosed Notice of Meeting includes a shareholder voting form which has instructions on how you can lodge your vote, or appoint a proxy to vote on your behalf, should you be unable to attend. The Notice 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 adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company’s share registry, XCEND on +61 (2) 7208-8033. We look forward to your attendance at the Meeting. Yours faithfully, Dr Peter Eaglen Chairman Litchfield Minerals Limited 19 October 2026 #11155591v1 Notice of Annual General Meeting and Explanatory Memorandum Litchfield Minerals Limited ACN 612 660 429 Notice is given that the Annual General Meeting of Litchfield Minerals Limited ACN 612 660 429 (Litchfield or the Company) will be held at: Location Moore Australia, Level 6, 10 Eagle St, Brisbane QLD 4000 Date Tuesday, 24 November 2026 Time 10.00am AEST #11155591v1 ORDINARY BUSINESS Financial Statements and Reports To consider and receive the Financial Statements, the Directors’ Report and the Auditor’s Report for the year ended 30 June 2026. Resolution 1: Adoption of 30 June 2026 Remuneration Report To consider and, if in favour, pass the following resolution in accordance with section 250R (2) of the Corporations Act: “That the Remuneration Report for the year ended 30 June 2026 be adopted.” Note: This resolution is advisory only and does not bind the Company or the Directors. The Directors will consider the outcome of the vote and comments made by Shareholders on the Remuneration Report at the AGM when reviewing the Company’s remuneration policies. Resolution 2: Re-election of Professor Mark Noppé To consider and, if in favour, pass the following resolution as an ordinary resolution: “That Professor Mark Noppé, in accordance with Listing Rule 14.4 and 14.2 of Litchfield’s Constitution, retires by rotation and being eligible, be re-elected as a Director of Litchfield.” Note: Information about the candidate appears in the Explanatory Memorandum. Resolution 3: Approval to issue Performance Rights to Director Matthew Pustahya (or nominee) To consider and, if in favour, pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve the issue to the Company’s Managing Director, Mr Matthew Pustahya, (or their nominee), of a total of 555,556 Performance Rights under the Company’s Incentive Plan, and to provide Mr Matthew Pustahya any or all of the termination benefits (including cessation of employment or office), as described in the Explanatory Statement.” Note: Information about this Resolution appears in the Explanatory Memorandum. Resolutions 4(a) and 4(b): Approval to issue Performance Rights to Non-Executive Directors To consider and, if in favour, pass the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 10.14, sections 200B and 200E of the Corporations Act and for all other purposes, Shareholders approve: (a) the issue of 200,000 Performance Rights under the Company’s NED Incentive Plan to Non-Executive Director Dr Peter Eaglen (or his nominee) and provide any or all of the termination benefits (including cessation of employment or office), as described in the Explanatory Statement; Litchfield Minerals Limited · ACN 612 660 429 · litchfieldminerals.com.au #11155591v1 (b) the issue of 200,000 Performance Rights under the Company’s NED Incentive Plan to Non-Executive Director Prof. Mark Noppe (or his nominee) and provide any or all of the termination benefits (including cessation of employment or office), as described in the Explanatory Statement.” Note: Information about this Resolution appears in the Explanatory Memorandum. Resolution 5: Approval to issue securities under the Incentive Plan To consider and, if in favour, pass the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.2 (Exception 13) and for all other purposes, the Shareholders approve the issue of equity securities under the existing Incentive Plan (Plan, on the terms and conditions set out in the Explanatory Memorandum.” Note: Information about this Resolution appears in the Explanatory Memorandum. SPECIAL BUSINESS Resolution 6: Approval of additional 10% capacity to issue Equity Securities under Listing Rule 7.1A To consider and, if in favour, to pass 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 Company to issue up to that number of Equity Securities equal to 10% of the fully paid ordinary shares of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Memorandum.” Note: Information about this Resolution appears in the Explanatory Memorandum. VOTING PROHIBITIONS AND EXCLUSIONS Resolution 1: Directors’ 30 June 2026 Remuneration Report The Company will disregard any votes cast on Resolution 1: (a) by or on behalf of a member of the Key Management Personnel (KMP) named in the Remuneration Report for the year ended 30 June 2026, or a closely related party of that KMP, regardless of the capacity in which the vote is cast; and (b) as proxy of a member of the KMP at the date of the AGM, or a close related party of that KMP, unless the vote is cast as proxy for a person who is entitled to vote on Resolution 1: (i) in accordance with their directions on how to vote as set out in the proxy appointment (e.g. for, against, abstain); or (ii) by the Chairman of the AGM and the appointment of the Chairman as proxy expressly authorises the Chairman to exercise the proxy even if this resolution is connected directly or indirectly with the remuneration of a member of the KMP. Resolutions 3, 4(a) and 4(b) and 5: Litchfield Minerals Limited · ACN 612 660 429 · litchfieldminerals.com.au #11155591v1 The Company will disregard any votes cast on Resolutions 3 or 4(a) and 4(b) by or on behalf of a person referred to in the ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the applicable Plan, an officer of the Company or any of its child entities who is entitled to participate in a termination benefit under the applicable Plan, or any Associate of that person or persons. The Company will disregard any votes cast on Resolution 5 by or on behalf of a person who is eligible to participate in the applicable Plan, or any Associate of that person or persons. However, the Company need not disregard a vote if it is cast in favour of any of Resolutions 3, 4(a), 4(b) or 5 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 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. A person appointed as proxy must not vote, under that appointment 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 the Resolution. 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 if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel. Resolution 6: Approval of additional 10% capacity to issue Equity Securities under Listing Rule 7.1A The Company will disregard any votes cast on Resolution 6 by any 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), and any of their associates. VOTING INTENTIONS OF THE CHAIR Shareholders should be aware that the Chair of the Meeting intends to vote all undirected proxies in favour of each item of business, subject to compliance with the Corporations Act. Litchfield Minerals Limited · ACN 612 660 429 · litchfieldminerals.com.au #11155591v1 NOTES (a) A Shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy. (b) The proxy need not be a Shareholder of Litchfield. A Shareholder who is 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. (c) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form. (d) If the proxy form specifies the way the proxy is to vote on a particular resolution the proxy need not vote on a show of hands but if the proxy does so, it must vote as specified in the proxy form. (e) If the proxy has two or more appointments that specify different ways to vote on the resolution the proxy must not vote on a show of hands. (f) If the proxy is the chair of the meeting, the proxy must vote on a poll or must vote the way specified in the proxy form. (g) If the proxy is not the chair of the meeting the proxy need not vote on the poll, but if the proxy does so, the proxy must vote as specified in the proxy form. (h) If the proxy form specifies the way the proxy is to vote on a particular resolution and the proxy is not the chair of the meeting and a poll is demanded and either: (i) the proxy is not recorded as attending; or (ii) the proxy does not vote, the Chair of the meeting is deemed the proxy for that resolution. (i) A corporation may elect to appoint a representative, rather than appoint a proxy, under the Corporations Act in which case Litchfield will require written proof of the representative’s appointment which must be lodged with or presented to Litchfield before the meeting. (j) Litchfield has determined under regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that for the purpose of voting at the Meeting or adjourned meeting, securities are taken to be held by those persons recorded in Litchfield’s register of Shareholders as at 7.00pm (Sydney time) on Sunday, 22 November 2026. (k) If you have any queries on how to cast your votes call Peter Harding-Smith (Company Secretary) on 0451 976 285 during business hours. Dated: 19 October 2026 By order of the Board Peter Harding-Smith Company Secretary #11155591v1 EXPLANATORY MEMORANDUM Litchfield Minerals Limited ACN 612 660 429 This Explanatory Memorandum accompanies the Notice of Annual General Meeting of Litchfield Minerals Limited (Litchfield) to be held on Tuesday, 24 November 2026 at 10.00am (Brisbane time) at the offices of Moore Australia, Level 6, 10 Eagle St, Brisbane QLD 4000. The Explanatory Memorandum has been prepared to assist Shareholders in determining how to vote on the Resolutions proposed and ought to be read in conjunction with the Notice of Meeting. 1. Financial Statements and Reports 1.1 Background The Corporations Act requires that the report of the Directors, the Auditor’s report and the Financial Statements be laid before the Annual General Meeting. In addition, Litchfield’s Constitution provides for these reports to be received and considered at the meeting. Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor Litchfield’s Constitution requires a vote of Shareholders at the Annual General Meeting on the Financial Statements and Reports. Shareholders will be given reasonable opportunity at the meeting to raise questions and make comments on these reports. In addition to asking questions at the meeting, Shareholders may address written questions to the Chairman about the management of Litchfield or to Litchfield’s auditor, Moore Australia Audit (WA), if the question is relevant to: • the content of the Auditor’s report; or • the conduct of its audit of the Financial Report to be considered at the meeting. Note: Under section 250PA(1) Corporations Act, a Shareholder must submit the question to the Companyno laterthanthefifth business day before the dayon whichthe Annual General Meeting is held. Written questions for Moore Australia Audit (WA) must be delivered by 5.00pm on 17 November 2026, addressed to the Company Secretary, Litchfield Minerals, Suite 1205, Level 12, 10 Market Street Brisbane, Qld 4000 or via email to accounts@litchfieldminerals.com.au. The Financial Statements, the Directors’ Report and the Auditor’s Report are contained in the Annual Report and available on the Company’s website www.litchfieldminerals.com.au. #11155591v1 2. Resolution 1: Adoption of 30 June 2026 Remuneration Report 2.1 Background Shareholders are asked to adopt the Remuneration Report of the Company for the financial year ended 30 June 2026. This report is included in the Directors’ Report in the Company’s Annual Report and is available on the Company’s website www.litchfieldminerals.com.au. The Remuneration Report: • explains the Board’s policies on the nature and level of remuneration paid to Directors and Senior Executives within the Litchfield group; • discusses the link between the Board’s policies and Litchfield’s performance; • sets out the remuneration details for each Director and for each member of Litchfield’s Senior Executive; and • makes clear that the basis for remunerating Non-Executive Directors is distinct from the basis for remunerating Executives. The Chairman will give Shareholders a reasonable opportunity to ask questions about, or to make comments on, the Remuneration Report. This Resolution is advisory only and not binding on the Company or the Directors. The Board will take the discussion at the meeting into consideration when determining the Company’s remuneration policy and appropriately respond to any concerns Shareholders may raise in relation to remuneration issues. If the Company's Remuneration Report receives a 'no' vote of 25% or more (Strike) 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, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election. A voting exclusion applies to this Resolution, as set out earlier in this Notice of Meeting. 2.2 Directors’ Recommendation As this Resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) of the Corporations Act, abstains from making a recommendation regarding this resolution. #11155591v1 3. Resolution 2: Re-election of Professor Mark Noppé 3.1 Background Under Rule 14.2 of the Company’s Constitution and Listing Rule 14.4, Directors shall not continue in office for a period in excess of three consecutive years or until the third annual general meeting following the Director’s appointment, whichever is the longer, without submitting to re-election. Prof Noppé was last re-elected as a Director of the Company at the 2024 AGM. Prof Noppé retires by rotation in accordance with the Company’s Constitution aswellasListing Rule 14.4 and,beingeligible, offers himself for re-election as a Non-Executive Director. There is no voting exclusion statement for this Resolution. 3.2 Qualifications and experience Professor Noppé is an internationally recognised leader in mining and geoscience, with extensive mining industry geoscience consulting and consultancy management experience, as well as publications and presentations in areas relevant to his practice. Professor Noppé has over 35 years; industry experience working in South Africa, Western Australia and Queensland, and consulted on a variety of projects and commodities in a range of geological, mining, and geographical settings. Professor Noppé has recently been the group chair of SRK Consulting (Global) and Managing Director of SRK Consulting (Australasia), where he led a large and technically proficient team focused on a range of mining and exploration geoscience projects providing insights for industry clients. Professor Noppé is an AusIMM director (2021–2026) and has held positions as Chair of the Southern Queensland Branch of the AusIMM, the AusIMM Consultants Society, the AusIMM Awards Technical Excellence Committee, the Geostatistical Association of Australasia and Secretary of the Geostatistical Association of South Africa. Professor Noppé is currently the Centre Director of the WH Bryan Mining Geology Research Centre at The University of Queensland’s Sustainable Minerals Institute. Professor Noppé holds a Bachelor of Science, Geology, and Chemistry (BSc), Honours Geology (BSc Hons) and Masters of Science in Exploration Geology (MSc).. 3.3 Directors’ Recommendation The Directors (with Prof Mark Noppé abstaining) recommend you vote in favour of Resolution 2. 4. Resolution 3: Approval to issue Performance Rights to Director Matthew Pustahya (or nominee) 4.1 Background Resolution 3 seeks Shareholder approval for the grant, under the Company’s Incentive Awards Plan (Plan), of a total of 555,556 Performance Rights (MD Rights) to the Managing Director of the Company, being Mr Matthew Pustahya (Related Party) (or nominee). Litchfield Minerals Limited · ACN 612 660 429 · litchfieldminerals.com.au #11155591v1 4.2 ASX Listing Rule 10.14 ASX Listing Rule 10.14 provides that a company must not permit any of the following persons to acquire securities under an employee incentive scheme unless it obtains the approval of its Shareholders by ordinary resolution: (a) a director of the company; (b) an associate of a director; or (c) a person whose relationship with the company or a person referred to in (a) or (b) above is, in ASX’s opinion, such that approval should be obtained. The proposed grant of MD Rights to the Related Party, being a Director of the Company, is therefore subject to ASX Listing Rule 10.14 and requires Shareholder approval before they can be granted. If Resolution 3 is passed, the MD Rights will be issued to the Related Party (or his nominee). If Resolution 3 is not passed, the Company will not be able to grant the MD Rights and will need to assess whether alternative incentives are to be offered to the Related Party. 4.3 Related Party Transaction Under the Corporations Act, for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must: (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act. The grant of MD Rights to the Related Party, under the Plan, unless an exception applies, requires the Company to obtain Shareholder approval because this constitutes giving a financial benefit and, as the Related Party is a Director, he is a related party of the Company. It is the view of the Non-Executive Directors that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of MD Rights because the MD Rights are considered reasonable remuneration in the circumstances and were negotiated on an arm’s length basis. 4.4 Specific information required by Listing Rule 10.14 Pursuant to and in accordance with the requirements of ASX Listing Rule 10.15, the following information is provided in relation to the proposed grant of MD Rights: (a) the Related Party is a related party by virtue of being a Director of the Company and so falls under Listing Rule 10.14.1. If the MD Rights are granted to a nominee of the Related Party, the nominee will be an Associate of the Director and fall under Listing Rule 10.14.2. (b) the number of MD Rights (being the nature of the financial benefit being provided) to be granted to the Related Party (or his nominee) is: Litchfield Minerals Limited · ACN 612 660 429 · litchfieldminerals.com.au #11155591v1 Related Party Number of MD Rights Matthew Pustahya 555,556 (c) the current total remuneration package of the Related Party (inclusive of superannuation and equity- based remuneration) for the current financial year, and for the previous two financial years, is as follows. This is in addition to the MD Rights proposed to be grantedunder Resolution 3. Current financial year to 30 June 2027 (estimate)1 Financial year ended 30 June 2026 (F726)2 Financial year ended 30 June 2025 (FY25)3 Matthew Pustahya $281,310 $277,161 $253,926 Notes: 1. Comprising salary ($250,000) and options/rights ($31,310). 2. Comprising salary ($233,867) and options/rights ($43,294). 3. Comprising salary ($200,700) and options/rights ($53,226). (d) the Related Party (and his associates) has been issued 250,000 Class A Performance Rights, 500,000ClassB Performance Rightsand1,000,000ClassC Performance Rightson 29 July2024 under the Plan for nil consideration; (e) the material terms and conditions of the MD Rights to be granted to the Related Party are set out below and are also subject to the terms and conditions of the Plan as summarised in Schedule 1; (i) the MD Rights have an Exercise Price of nil each; (ii) the MD Rights to be issued will be subject to vesting conditions as set by the Board relating to individual performance, company performance and other strategic progress by the Company. The vesting conditions will be tested against the 12 month period commencing 1 January 2027 (Performance Period); (iii) the number of MD Rights that vest and be able to be exercised into Shares will depend on the level of achievement against the vesting conditions. The weighting allocated to each vesting condition, and the level of achievement, will be determined by the Board in its discretion; (iv) the MD Rights will expire five (5) years from grant (Expiry Date); and (v) subject to applicable vesting conditions being satisfied (or waived by the Board in its discretion or in accordance with the Plan) and any adjustment permitted under the Plan, one MD Right will be exercisable prior to the Expiry Date at the holder’s election into one Share of the Company (which will be issued on the same terms and conditions as the Company’s existing Shares) or at the election of the Board a Cash Payment equal the market value of a Share; (f) the Company wishes to grant the MD Rights as: (i) they will align the interests of the Related Party with those of Shareholders; Litchfield Minerals Limited · ACN 612 660 429 · litchfieldminerals.com.au #11155591v1 (ii) the issue is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations that it would if alternative cash forms of remuneration were given to the Related Party; (iii) there is a deferred taxation benefit available to the Related Party in respect of the issue of the MD Rights. Thisisalso beneficialtothe Companyasit meansthe RelatedPartydoes not need to immediately sell Shares to fund a tax liability, as may be the case with an issue of Shares where the tax liability arises upon the issue of the Shares; and (iv) they are simpler to administer than the grant of Shares that would need to be cancelled if the vesting conditions are not satisfied or waived; (g) the Company has valued the MD Rights proposed to be issued to the Related Party on the basis they have a value equal to the value of a Share. Based on the closing Share price as at 6 October 2026 of $0.225, each MD Right has a value of $0.225; (h) the MD Rights will be granted to the Related Party (or their nominees) no later than 1 year after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the MD Rights will be issued shortly after the Meeting; (i) the MD Rights will be granted for nil cash price, accordingly no funds will be raised; (j) a summary of the Plan, which applies to the MD Rights, is set out in Schedule 1; (k) no loan has or will be provided to the Related Party in relation to the issue or subsequent exercise of the MD Rights; (l) details of any securities issued under the Plan will be published in the Company’s annual report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and (m) any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after Resolution 3is approved and who were not namedin this Notice of Meeting will not participate until approval is obtained under that rule. Approval pursuant to ASX Listing Rule 7.1 is not required to issue the MD Rights to the Related Party or his nominee as approval is being obtained under ASX Listing Rule 10.14. Accordingly, the issue of MD Rights to the Related Party or his nominee will not be included in the 15% calculation of the Company’s 12 month capacity to issue Shares or other securities without shareholder approval pursuant to ASX Listing Rule 7.1. 4.6 Termination Benefits Shareholder approval is also being sought for the purposes of sections 200B and 200E of the Corporations Act to allow the accelerated vesting (or continuation unvested) of the Related Party’s MD Rights on the Related Party ceasing employment with the Company (as summarised under “Cessation of employment” above), where to do so would constitute the giving of a benefit to which section 200B of the Corporations Act applies. The value of any benefit relating to the MD Rights given in connection with the Related Party ceasing to hold managerial or executive office cannot presently be ascertained. Matters, events and circumstances that will, or are likely to, affect the calculation of the benefit are: Litchfield Minerals Limited · ACN 612 660 429 · litchfieldminerals.com.au #11155591v1 • the number of unvested MD Rights held by the Related Party prior to cessation of employment or office; • the circumstances of or reasons for the Related Party’s cessation of employment or office; • thenumber ofMD Rightsthatthe Boarddeterminesshouldvestonthe RelatedParty’s cessation of employment or office; • the result of any pro-rating on cessation of employment or office; • the performance of the Company and the Related Party against the performance hurdles as at the date of the Related Party’s cessation of employment or office; • whether the MD Rights are settled in Shares or by payment of a cash equivalent amount; and • the market price of the Company’s shares on ASX on the date shares are provided to the Related Party, or if a cash equivalent amount is paid to the Related Party, upon vesting of the MD Rights. 4.7 Directors’ recommendation The Directors (with Mr Matthew Pustahya abstaining) recommend you vote in favour of Resolution 3. 5. Resolutions 4(a) and 4(b): Approval to issue Performance Rights to Non-Executive Directors 5.1 Background Resolutions 4(a) and 4(b) seeks Shareholder approval for the grant, under the Company’s NED Incentive Plan (NED Plan), of: (a) Resolution 4(a) – 200,000 Performance Rights to Director Peter Eaglen (or his nominee); and (b) Resolution 4(b) – 200,000 Performance Rights to Director Mark Noppé (or his nominee), (collectively, the NED Related Parties). 5.2 ASX Listing Rule 10.14 A summary of Listing Rule 10.14 can be found in section 4.2 above. The proposed grant of the Performance Rights (NED Rights) to the NED Related Parties, being Directors of the Company, is subject to ASX Listing Rule 10.14 and requires Shareholder approval before they can be granted. If Resolutions 4(a) and 4(b) are passed, the NED Rights will be issued to the NED Related Parties (or their nominee). If Resolutions 4(a