Announcement PDF ACN 061 503 375 NOTICE OF 2024 ANNUAL GENERAL MEETING THURSDAY 21 NOVEMBER 2024 COMMENCING 1.00pm (Adelaide Time, ACDT) Held at the Terrace Hotel, Botanical Room, 208 South Terrace, Adelaide South Australia If you are unable to attend the Meeting, please complete your proxy form and return it in accordance with the instructions set out on that form. The Company will also be providing an opportunity for Shareholders to participate online and be able to view a live webcast of the meeting, ask the Directors questions online and submit your vote in real time. To participate online you will need to visit https://meetnow.global/MDKHWJX on your smartphone, tablet or computer. You will need the latest version of Chrome, Safari, Edge or Firefox. Please ensure you browser is compatible. For further instructions on how to participate online please view the online meeting user guide at www.computershare.com.au/virtualmeetingguide Shareholders are strongly encouraged to submit their proxy voting by 1.00pm (ACDT) on Tuesday 19 November 2024 even if they plan to attend online or in person as a precaution should any technical difficulties be experienced during the meeting. ME_224805458_1 HOW TO PARTICIPATE IN THE HYBRID AGM The Annual General Meeting of the Company is to be held on Thursday 21 November 2024 commencing at 1.00 pm (Adelaide time ACDT). The venue for the meeting is the Terrace Hotel, Botanical Room, 208 South Terrace, Adelaide South Australia. Shareholders and proxy holders may also attend the AGM online, in accordance with the below instructions and information. Watch and participate live online Shareholders and proxy holders can watch, vote, make comments and ask questions during the AGM via the online platform at https://meetnow.global/MDKHWJX. Shareholders To make the registration process quicker, please have your SRN/HIN and registered postcode or country code ready for your registered address. Proxyholders will need to contact the call centre before the Meeting commences to obtain their login details. To participate in the Meeting online follow the instructions below. 1. Click on ‘Join Meeting Now’. 2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on +61 3 9415 4024 prior to the meetings commences to obtain their login details. 3. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop down list. 4. Accept the Terms and Conditions and ‘Click Continue’. You can view the Meeting live, ask questions verbally or via a live text facility and cast votes at the appropriate times while the Meeting is in progress. For further information regarding virtual participation in the AGM, please refer to the Virtual Meeting Guide at this link www.computershare.com.au/virtualmeetingguide Proxy Voting and proxyholder participation The Company encourages all Shareholders to submit a proxy vote ahead of the meeting. Proxy votes can be lodged at www.investorvote.com.au Proxy holders will need to contact Computershare Investor Services on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting. Questions Please note, only Shareholders may ask questions online. It may not be possible to respond to all questions. Shareholders may also lodge questions prior to the AGM by emailing the Company at ir@andromet.com.au by 1.00pm (ACDT) on 14 November 2024. Page | 1 NOTICE OF ANNUAL GENERAL MEETING ORDINARY BUSINESS Financial Report To receive and consider the Company’s financial statements and independent audit report for the year ended 30 June 2024. The 2024 Annual Report will be available to view online at www.andromet.com.au and despatched to those Shareholders who have elected to receive a hard copy of the report. Resolution 1 – Adoption of the Remuneration Report for the year ended 30 June 2024 To consider and, if thought fit, pass the following resolution as a non-binding resolution: “That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopt the Remuneration Report for the period ended 30 June 2024 as set out in the Directors’ Report in the 2024 Annual Report.” Voting Prohibition Statement A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (a) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Note: the vote on this resolution is advisory only and does not bind the Directors of the Company. Resolution 2 – Re-election of Mr Austen Perrin as a Director To consider and, if thought fit, pass the following resolution as an ordinary resolution: “In accordance with clause 60.1 of the Company's Constitution, Mr Austen Perrin, having retired as a Director by rotation and being eligible and having offered himself for re-election, is re-elected as a Director of the Company.” Resolution 3 – Election of Ms Sue-Ann Higgins as a Director To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Ms Sue-Ann Higgins, having been appointed a director of the Company since the last Annual General Meeting, will retire at the close of the Meeting in accordance with clause 59.2 of the Company’s Constitution and being eligible, be elected as a Director of the Company.” Resolution 4 – Election of Mr Michael Ferdinand as a Director To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Mr Michael Ferdinand, having been nominated as a director of the Company by 50 members in accordance with clause 61.1 of the Company’s Constitution and being eligible, be elected as a Director of the Company.” Page | 2 Resolution 5 – Approval of issue of performance rights to a related party - Mr Robert Katsiouleris To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, for the purpose of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act and for all other purposes, Shareholders approve the issue of 10,138,200 Performance Rights to Mr Bob Katsiouleris on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.” Voting Exclusion Statement The Company will disregard any votes cast in favour on Resolution 5 by or on behalf of Mr Robert Katsiouleris and any other person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder) and any associate of those persons. However this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or (b) the chair 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 Shareholder 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 Shareholder 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 Shareholder votes on the resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way. Restriction on proxy voting by key management personnel or closely related parties A person appointed as a proxy must not vote on the basis of that appointment on this Resolution if: (a) the proxy is either a member of key management personnel or a closely related party of such a member; or (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the person Chairing the meeting; and (b) the appointment expressly authorises the person chairing the meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the company. Resolution 6 – Approval of issue of securities under the Employee Incentive Plan To consider and, if thought fit, pass the following resolution as an ordinary resolution: That, for the purpose of Listing Rule 7.2 Exception 13 and for all other purposes, Shareholders approve the issue of securities under the Employee Incentive Plan of up to 10% of the issued capital of the Company from time to time as an exception to Listing Rule 7.1, as described in the Explanatory Memorandum. Voting Exclusion statement The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of any person who is eligible to participate in the Company's Employee Incentive Plan or any of their associates. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy or attorney for a person who is entitled to vote, in accordance with the directions of the Proxy Form; or (b) it is cast by a person who is chairing the Meeting as proxy or attorney for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides; or (c) it is cast by a Shareholder 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 Shareholder that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting on this Resolution 3; and ii. the Shareholder votes on this Resolution in accordance with the directions given by the beneficiary to the Shareholder to vote in that way. Restriction on proxy voting by key management personnel or closely related parties Page | 3 A person appointed as a proxy must not vote on the basis of that appointment on this Resolution if: (a) the proxy is either a member of key management personnel or a closely related party of such a member; or (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (c) the proxy is the person Chairing the meeting; and (d) the appointment expressly authorises the person chairing the meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the company. Resolution 7 – Approval to issue Securities to Ms Sue-Ann Higgins in lieu of remuneration To consider and, if thought fit, pass the following resolution as an ordinary resolution: That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of Service Fee Options under the Employee Share Plan to Ms Sue-Ann Higgins in lieu of up to $44,000 of director fees, on the terms set out in the Explanatory Memorandum. Voting Exclusion statement The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of any of the Directors who are eligible to participate in the Company's Employee Share Plan or any of their associates. However, this does not apply to a vote cast in favour of a resolution by: (i) a person as 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 (ii) 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person that is excluded from voting, on the resolution; and • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Restriction on proxy voting by key management personnel or closely related parties A person appointed as a proxy must not vote on the basis of that appoint on this Resolution if: (a) the proxy is either a member of key management personnel or a closely related party of such a member; or (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (c) the proxy is the person Chairing the meeting; and (d) the appointment expressly authorises the person chairing the meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the company. Resolution 8 – Approval to issue Securities to Mr Austen Perrin in lieu of remuneration To consider and, if thought fit, pass the following resolution as an ordinary resolution: That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the issue of Service Fee Options and the issue of Shares upon vesting of such options under the Employee Share Plan to Mr Austen Perrin in lieu of up to $58,000 of director fees, on the terms set out in the Explanatory Memorandum. Voting Exclusion statement Page | 4 The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of any of the Directors who are eligible to participate in the Company's Employee Share Plan or any of their associates. However, this does not apply to a vote cast in favour of a resolution by: (i) a person as 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 (ii) 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 (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person that is excluded from voting, on the resolution; and • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Restriction on proxy voting by key management personnel or closely related parties A person appointed as a proxy must not vote on the basis of that appoint on this Resolution if: (a) the proxy is either a member of key management personnel or a closely related party of such a member; or (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (c) the proxy is the person Chairing the meeting; and (d) the appointment expressly authorises the person chairing the meeting to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the company. Resolution 9 - Approval of 10% Placement Facility To consider, and if thought fit, pass the following resolution as a special resolution: That, for the purpose of ASX 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 ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting. Voting Exclusion Statement In accordance with ASX Listing Rule 7.3A.7, the Company will disregard any votes cast in favour of Resolution 9 by: (a) a person who may participate in the issue of securities; and (b) 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 in the capacity of a holder of Shares; and (c) any of their associates. However, the Company will not disregard a vote cast in favour of the resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to that proxy or attorney to vote on the resolution in that way; or (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or (c) a holder acting solely in a nominee, trustee custodial or other fiduciary capacity on behalf of a beneficiary provide 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 Page | 5 Other Business To transact any other business that may be brought forward in accordance with the Company’s Constitution. By Order of the Board Sarah Clarke Acting CEO and Company Secretary Dated this 2nd day of October 2024 Page | 6 Voting Entitlements For the purposes of ascertaining the voting entitlements for the Annual General Meeting, the shareholding of each Shareholder will be as it appears in the share register on Tuesday 19 November 2024 at 6.30 pm (Adelaide time ACDT). Proxies A Shareholder entitled to attend and vote at the Meeting has the right to appoint a proxy, who need not be a Shareholder of the Company. If a Shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. The Proxy Form must be deposited at the share registry of the Company, Computershare Investor Services Pty Limited, located at GPO Box 242, Melbourne VIC 3001, or by facsimile to Computershare on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia), or by casting a vote online by visiting www.investorvote.com.au and by entering the Control Number, SRN/HIN and postcode, which are shown on the first page of the Proxy Form not later than 48 hours before the commencement of the Meeting. For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions, which must be submitted by not later than 48 hours before the commencement of the Meeting. Corporate Representative A corporation that is a Shareholder or a proxy may elect to appoint a person to act as its corporate representative at the meeting, in which case the corporate Shareholder or proxy (as applicable) must provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that Shareholder’s or proxy’s (as applicable) corporate representative. The authority must be sent to the Company and/or the Company’s Share Registry (detailed above) in advance of the meeting or handed in at the Meeting when registering as a corporate representative. Explanatory Memorandum The Explanatory Memorandum accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting and should be read in conjunction with this Notice. Technical Difficulties Technical difficulties may arise during the course of the AGM. The Chair has discretion as to whether and how the meeting should proceed in the event that technical difficulties arises. In exercising her discretion, the Chair will have regard to the number of members impacted and the extent to which participation in the business of the AGM is affected. Where the Chair considers it appropriate, the Chair may continue to hold the AGM and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, members are encouraged to lodge a proxy by 1.00pm (ACDT) on 19 November 2024 even if they plan to attend online. Page | 7 EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared to assist Shareholders in consideration of resolutions proposed for the Annual General Meeting of the Company to be held on Thursday 21 November 2024 commencing at 1.00 pm (Adelaide time ACDT). The venue for the meeting is the Terrace Hotel, Botanical Room, 208 South Terrace, Adelaide South Australia. It should be read in conjunction with the accompanying Notice of Annual General Meeting. Resolution 1 – Adoption of the Remuneration Report for the year ended 30 June 2024 In accordance with Section 250R(2) of the Corporations Act, Shareholders are required to vote on the Company’s Remuneration Report for the year ended 30 June 2024. The Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote at the Annual General Meeting of the Company. Members should note that the vote on Resolution 1 is not binding on the Company or the Directors. If more than 25% of the votes cast on a resolution to adopt the Remuneration Report are against the adoption of the Remuneration Report for two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (“Spill Resolution”) that another meeting be held within 90 days, at which all of the Company’s Directors must go up for re-election. At the 2023 AGM, the Company’s Remuneration Report for the year ended 30 June 2023 was approved by Shareholders. The vote against the resolution was less than 25%. The Remuneration Report is contained in the Directors’ Report in the 2024 Annual Report, on pages 50 to 66, which is available to view online at the Company’s website www.andromet.com.au and despatched to those Shareholders who have elected to receive a hard copy of the report. Achievements in the past year During the 2024 financial year, the Company has continued to progressively de-risk the Great White Project and evaluate funding arrangements that best suit the long-term interests of the Company and its Shareholders. Key achievements include: • Execution of binding offtake agreements with Traxys, IberoClays SLU and Foshan Gaoming (in addition to the binding offtake with Plantan Yamada in FY23) to underpin production of Stage 1A+ • Completion of the 2023 Definitive Feasibility Study demonstrating production and financial outcomes expected through developing the Great White Project • Completion of a Bankable Feasibility Study (BFS) for Stage 1A+ aimed at underpinning debt funding required for the development of the Great White Project, with an independent technical engineering review completed by Behre Dolbear • Strategic Alliance with Hallett Group for Great White HRMTM • Procurement of long lead time items for Stage 1A plant and progression of detailed engineering • Acquisition of land underlying the Great White Project mining lease • Receipt of a R&D tax refund of $3.1 million • Disposal of the non-core Drummond Epithermal Gold Project, Wudinna Project and Moonta Project The Remuneration Report The Remuneration Report outlines how the remuneration framework operates, including the links between performance and remuneration outcomes, to communicate the Board’s decision-making processes in determining reward outcomes. Important information for Shareholders: Please note, in accordance with sections 250R(4) and (5) of the Corporations Act, the Chair will not vote any undirected proxies in relation to Resolution 1 unless the Shareholder expressly authorizes the Chair to vote in accordance with the Chair’s stated voting intentions. Please note that if the Chair of the Meeting is your proxy (or Page | 8 becomes your proxy by default), by completing the attached proxy form, you will expressly authorise the Chair to exercise your proxy on Resolution 1 even though it is connected directly or indirectly with the remuneration of a member of Key Management Personnel for the Company, which includes the Chair. You should be aware that the Chair of the Meeting intends to vote undirected proxies in favour of the adoption of the Remuneration Report. Alternatively, if you appoint the Chair as your proxy, you can direct the Chair to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box on the proxy form. As a further alternative, Shareholders can nominate as their proxy for the purposes of Resolution 1, a proxy who is not a member of the Company’s Key Management Personnel or any of their Closely Related Parties. That person would be permitted to vote undirected proxies (subject to the Listing Rules). Directors' Recommendation The Directors unanimously recommend that Shareholders vote in favour of Resolution 1, noting that each Director has a material personal interest in their own remuneration from the Company. The Chair intends to vote undirected proxies in favour of Resolution 1. Resolution 2 – Re-election of Mr Austen Perrin as a Director In accordance with Listing Rule 14.4 and clause 60.1 of the Company’s Constitution, at every Annual General Meeting, the number nearest to but not more than one third of the Directors for the time being must retire from office and are eligible for re-election. The Directors to retire are to be those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement or determined by lot. This rule does not apply to the Managing Director. The Directors presently in office are Ms Sue-Ann Higgins, Mr Michael Wilkes, and Mr Austen Perrin. Mr Wilkes was re-elected as a director at the 2023 AGM. Ms Sue-Ann Higgins is up for election under Resolution 3, as a new appointee to the Board, under clause 59.2 of the Company’s Constitution. Accordingly, Mr Perrin will retire at the Annual General Meeting under Listing Rule 14.4 and clause 60.1 of the Company’s Constitution. Mr Perrin is eligible, and has offered himself, for re-election. The resume of Mr Perrin is as follows: Austen Perrin B. Econ. (Acc.), CA, GAICD – Independent Non-Executive Director Austen Perrin has had significant experience in developing capital management strategies and financing solutions to support corporate objectives including development of key infrastructure and transport projects and underground coal mines. He has a breadth of experience gained in a variety of industries including transport and logistics, ports, road and rail infrastructure, coal, copper and gold mining, unconventional shale gas, mining services, oil, gas and water pipeline construction, general building construction and insurance. Mr Perrin is currently a non-executive director with AJ Lucas Group Limited and currently chairs the Audit and Risk Committee for that entity. Mr Perrin is currently Chair of the Audit and Risk Committee and a member of the Remuneration and Nomination Committee and the Sustainability and Governance Committee. He has been a charted accountant for over 35 years and is a graduate of the Australian Institute of Company Directors The Board considers Mr Perrin’s extensive and significant financial experience, expertise and leadership broadens the Board’s expertise in this area. Directors’ Recommendation The Directors (excluding Mr Perrin) unanimously recommend that Shareholders vote in favour of Resolution 2. The Chair intends to vote undirected proxies in favour of Resolution 2. Resolution 3 – Election of Ms Sue-Ann Higgins Page | 9 In accordance with Listing Rule 14.4 and clause 59.2 of the Company’s Constitution, a Director appointed by the Board, either to fill a casual vacancy or as an addition to the Board, must retire at the next Annual General Meeting following their appointment, but is eligible for re-election at that Annual General Meeting. Ms Sue-Ann Higgins was appointed on 21 February 2024 as an addition to the Board. She became Executive Chair of the Board on 11 September 2024, following the departure of Luke Anderson. Ms Higgins retires as a Director pursuant to Listing Rule 14.4 and clause 59.2 of the Company’s Constitution. Ms Higgins is eligible for, and has offered herself for re-election. The resume of Ms Higgins is as follows: Sue-Ann Higgins - LLB (Hons), BA, GradDip Company Secretarial Practice, GradDip Applied Finance and Investment – Executive Chair Ms Higgins is an experienced legal practitioner and company director, with diversified skills and global corporate experience, gained over 30 years of experience in executive and non-executive roles in the resources sector. During that time, Ms Higgins has held senior legal and commercial roles with various listed entities, including ARCO Coal Australia Inc, WMC Resour