Announcement PDF AKORA RESOURCES LIMITED ACN 139 847 555 NOTICE OF ANNUAL GENERAL MEETING Time: 10.00 am (AEST) Date: 30 May 2024 Place: Virtual meeting THIS IS AN IMPORTANT DOCUMENT THAT REQUIRES YOUR IMMEDIATE ATTENTION You should read this document in its entirety before deciding whether or not to vote for or against any resolution at the Annual General Meeting (Meeting). If you are in doubt as to how you should vote, you should seek advice from your accountant, solicitor or other professional adviser prior to voting. The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 10:00 am (AEST) on 28 May 2024. If you have questions about the Meeting or the resolutions to be voted on, please contact the Company Secretary on +61 404 033 450. The notice of the Meeting (Notice) will be mailed to Shareholders that have requested a hard copy. Shareholders can also access a copy of the Notice at the following link: https://www.akoravy.com/announcements . If you are unable to attend the Meeting, you are encouraged to complete and submit the proxy form attached to this Notice as your vote is important. 1 NOTICE OF GENERAL MEETING Notice is hereby given that the Annual General Meeting of Shareholders of AKORA Resources Limited ACN 139 847 555 (Company) will be held by virtual meeting on 30 May 2024 commencing at 10 am (AEST) (Meeting). The Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting (together, Notice) provides additional information on matters to be considered at the Meeting. The Proxy Form also forms part of this Notice. Proxy Forms must be received by no later than 10 am (AEST) on 28 May 2024. Voting by Proxy A Shareholder that is entitled to attend and vote at the Meeting is entitled to appoint a proxy to vote on his/ her behalf. The proxy may, but need not be, a Shareholder. Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your Proxy Form which will be enclosed with a copy of the Notice, delivered to you by post or electronically. Lodgement instructions are set out in the Proxy Form attached to the Notice. You must return a Proxy Form by the time and in accordance with the instructions set out on the Proxy Form. Remote attendance at the virtual meeting The Meeting will be accessible to all Shareholders as a virtual meeting. A Shareholder or proxyholder for a Shareholder who wishes to attend and participate in the Meeting will need to enter the following link into a web browser on his/ her computer or online device: https://meetings.linkgroup.com/AKO24 Once a proxyholder has entered the virtual meeting platform, the proxyholders will need their proxy code, which is a code that the share registry Link Market Services Limited will provide to proxyholders via email no later than 24 hours prior to the Meeting. We recommend that Shareholders and proxyholders for Shareholders log onto the virtual meeting platform at least 15 minutes before the start time for the Meeting. Further information regarding how to participate in the virtual meeting is set out at the Online Platform Guide, which can be found at the following link: https://www.akoravy.com/announcements. Terms and abbreviations used in this Notice are defined in the Glossary of the Explanatory Memorandum. Shareholders are encouraged to read the Explanatory Memorandum carefully before deciding how 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 as Shareholders at 10 am (AEST) on 28 May 2024. 1 AGENDA Annual Report To receive and consider the financial statements of the Company and the reports of the Directors (Directors’ Report) and Auditors for the financial year ended on 31 December 2023 (Annual Report). Resolution 1: Approval of Remuneration Report To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as set out in the Directors’ Report for the financial year ended on 31 December 2023”. Note: In accordance with section 250R(3) of the Corporations Act, the vote on this item of business will be advisory only and will not bind the Directors or the Company. Voting exclusion The Company will disregard any votes cast in favour of this Resolution by, or on behalf of: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person 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: Resolution 2: Re-election of Director – Matthew Gill (c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (d) the voter is the Chair of the Meeting 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 if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company. To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 14.4 and clause 6.1 of the Company’s Constitution, Matthew Gill, who was first appointed on 2 August 2023, retires and being eligible for re-election, be reelected as a Director.” 2 Resolution 3: Re-election of Director – Graeme Hunt To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 14.4 and clause 6.1 of the Company’s Constitution, Graeme Hunt, who was first appointed on 1 February 2024, retires and being eligible for reelection, be re-elected as a Director.” Resolution 4: Approval to issue securities to a related party – Paul Bibby 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 grant of three million (3,000,000) Performance Rights to Paul Bibby or his nominee on the terms set out in the Explanatory Statement.” Voting exclusion Under Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of Paul Bibby and any other person who is eligible to participate in the Long Term Incentive Plan or any associate of those person(s). However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy or attorney for a person who is entitled to vote in accordance with the directions on the Proxy Form; or (b) it is cast by the Chair as proxy 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 holder acting solely as 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. In accordance with section 250BD of the Corporations Act, a vote on Resolution 4 must not be cast in the capacity as a proxy, by or on behalf of: (d) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or (e) a Closely Related Party of such member, if the appointment does not specify the way the proxy is to vote on the resolution. 3 However, a person described above may cast a vote on this resolution if the person is the Chair and the appointment of the Chair as proxy: Resolution 5: Approval of Long Term Incentive Plan (i) does not specify the way the proxy is to vote on the resolution; and (ii) expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of the Key Management Personnel. To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.2, Exceptions 9(b) and 13(b), as exceptions to ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the Akora Long Term Incentive Plan (the terms of which are summarised in the Explanatory Memorandum accompanying this Notice of Meeting) and the issue of securities under the Akora Long Term Incentive Plan.” Voting Prohibition Statement A vote on Resolution 5 must not be cast (in any capacity) by or on behalf of: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such Key Management Personnel. However, a person described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person who is excluded from voting on Resolution 5 (as set out above), and either: (c) the proxy appointment is in writing that specified the way the proxy is to vote on the resolution; or (d) the vote is cast by the Chairman of the Meeting and the appointment of the Chairman as proxy: (i) does not specify the way the proxy is to vote on the resolution; and (ii) expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. If you are a Key Management Personnel or a Closely Related Party of a Key Management Personnel (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as indicated above), you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act. 4 Shareholders should be aware that any undirected proxies given to the Chairman will be cast by the Chairman and counted in favour of Resolution 5, subject to compliance with the Corporations Act. Voting exclusion The Company will disregard any votes cast in favour of this Resolution 5 by or on behalf of a person who is eligible to participate in the employee incentive scheme or an associate of that person(s). However, this does not apply to 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 the proxy or attorney to vote on the Resolution in that way; or (b) the Chairman as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chairman to vote on the Resolution as the Chairman 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. The Chairman intends to vote all available proxies in favour of Resolution 5. Resolution 6: Ratification of prior issue of Share Placement To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 5,339,999 Shares as part of the Share Placement conducted by the Company on the terms and conditions set out in the Explanatory Memorandum.” Voting exclusion Under Listing Rule 14.11, the Company will disregard any votes cast by or on behalf of a person who participated in the issue or is a counterparty to he agreement being approved or an associate of that person(s). However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy or attorney for a person who is entitled to vote in accordance with the directions on the Proxy Form; or 5 Resolution 7: Ratification of prior issue of Options (b) it is cast by the Chair as proxy 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 holder acting solely as 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. To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 5,000,000 Options for services rendered to the Company on the terms and conditions set out in the Explanatory Memorandum.” Voting exclusion Under Listing Rule 14.11, the Company will disregard any votes cast by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person(s). However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy or attorney for a person who is entitled to vote in accordance with the directions on the Proxy Form; or (b) it is cast by the Chair as proxy 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 holder acting solely as 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. Resolution 8: Approval for To consider and, if thought fit, to pass with or without amendment, related party – Matthew the following resolution as an ordinary resolution: Gill to acquire shares on 6 the same terms as recent Offer “That, for the purposes of Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 666,667 Shares to Matthew Gill or his nominee on the terms set out in the Explanatory Memorandum.” Voting exclusion Under Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of Matthew Gill (or his nominee) 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 Company) or an associate of that person(s). However, the Company need not disregard a vote if: Resolution 9: Approval for related party – Graeme Hunt to acquire shares on the same terms as recent Offer (a) it is cast by a person as a proxy or attorney for a person who is entitled to vote in accordance with the directions on the Proxy Form; or (b) it is cast by the Chair as proxy 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 holder acting solely as 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. 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 600,000 Shares to Graeme Hunt or his nominee on the terms set out in the Explanatory Memorandum.” Voting exclusion Under Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution by or on behalf of Graeme Hunt (or his nominee) 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 Company) or an associate of that person(s).. However, the Company need not disregard a vote if: 7 (a) it is cast by a person as a proxy or attorney for a person who is entitled to vote in accordance with the directions on the Proxy Form; or (b) it is cast by the Chair as proxy 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 holder acting solely as 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. Resolution 10: Approval of To consider and if thought fit, to pass the following Resolution as a additional placement special resolution: capacity “That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve for the Company to have the additional capacity to issue Equity Securities under ASX Listing Rule 7.1A of up to 10% of the Company's issued share capital at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and as further described in the Explanatory Memorandum.” The Company will disregard any votes cast in favour of this Resolution by or on behalf of: (a) 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 in their capacity as a security holder of Shares in the Company; or (b) an Associate of that person (or those persons). However, the Company need not disregard a vote in favour of this Resolution if: (a) it is cast by a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the proxy or attorney to vote on the resolution in that way; or (b) it is cast by the person chairing the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction given to the chair to vote on the resolution as the chair decides; or (c) it is cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met: 8 (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 this 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. Other Business To transact any business which may legally be brought forward in accordance with the Constitution. 9 VOTING Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions. A. Voting at the virtual meeting The Meeting will be accessible to all Shareholders as a virtual meeting. A Shareholder or proxyholder for a Shareholder who wishes to attend the Meeting will need to enter the following link into a web browser on his/ her computer or online device: https://meetings.linkgroup.com/AKO24 Once a Shareholder has entered the virtual meeting platform, the Shareholder must have available its Shareholder Reference Number (SRN) or Holder Identification Number (HIN), which are printed at the top of the Proxy Form. Once a proxyholder has entered the virtual meeting platform, the proxyholder will need its proxy code, which is a code that the share registry Link Market Services Limited will provide to proxyholders via email the day prior to the Meeting. We recommend that Shareholders and proxyholders log onto the virtual meeting platform at least 15 minutes before the start time for the Meeting. Online voting will be open between the commencement of the Meeting at 10:00 am (AEST) on 30 May 2024 and the time at which the Chair announces the voting has closed. Further information regarding how to participate in the virtual meeting is set out at the Online Platform Guide, which can be found at the following link: http://www.akoravy.com/announcements. B. Voting by an appointed representative (‘proxy’) A Shareholder that is entitled to attend and vote at the Meeting is entitled to appoint a proxy to vote on his/ her behalf. Shareholders are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out in the Notice. In accordance with section 249L of the Corporations Act, Shareholders are advised that: (i) each Shareholder has the right to appoint a proxy; (ii) a proxy need not be a Shareholder of the Company; and (iii) a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes. To lodge your proxy, please follow the directions on your Proxy Form which will be enclosed with a copy of the Notice, delivered to you by post or email. Lodgement instructions are set out in the Proxy Form attached to the Notice. You must return a Proxy Form by the time and in accordance with the instructions set out on the Proxy Form. Proxy Forms and, if applicable, the powers of attorney (or a certified copy of the powers of attorney) under which they are signed must be lodged directly by the Shareholder making the appointment at least 48 hours before the appointed time of the meeting. The Company encourages Shareholders completing a Proxy Form to direct the proxy how to vote on the Resolutions. 1 C. Proxy vote if appointment specifies way to vote In accordance with section 250BB of the Corporations Act, Shareholders are advised that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution. If it does: (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as instructed); and (ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution-the proxy must not vote on a show of hands; (iii) if the proxy is the Chair of the meeting at which the resolution is voted on- the proxy must vote on a poll, and must vote that way (i.e. as instructed); and (iv) if the proxy is not the Chair of the meeting at which the resolution is voted on – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as instructed). If the proxy is a member, this subsection does not affect the way that person can cast votes in their individual capacity as a member of the Company. D. Transfer of non-chair proxy to chair in certain circumstances Under section 250BC of the Corporations Act, the Chair is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on that resolution at that meeting if: E. (i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the company’s members; and (ii) the appointed proxy is not the chair of the meeting; and (iii) at the meeting, a poll is duly demanded on the question that the resolution be passed; and (iv) either of the following apply: (A) if a record of attendance is made for the meeting – the proxy is not recorded as attending; (B) the proxy does not vote on the resolution. Corporate Representatives A proxy can either be an individual or a body corporate. Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it: (i) appoints an individual as its corporate representative to exercise its powers at meetings in accordance with section 250D of the Corporations Act; and (ii) provides satisfactory evidence of the appointment of its corporate representative prior to the commencement of the meeting. If satisfactory evidence of the appointment as corporate representative is not received before the Meeting, then the body corporate (through its representative) will not be permitted to act as your proxy. 2 F. Eligibility 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 as Shareholders at 10:00 am (AEST) on 28 May 2024. G. Voting by poll All Resolutions under this Notice will be determined by poll. H. Lodgement of Proxy Form If voting by proxy, please complete and sign the enclosed Proxy Form and return it by one of the methods set out below so that it is received no less than 48 hours before the time set for the commencement of the Meeting. Proxy Forms that do not meet this deadline will be invalid. (i) Post it in the reply-paid envelope provided; (ii) Post it to the Company c/– Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235; (iii) Hand deliver it to Link Market Services Limited, Parramatta Square Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150; (iv) Fax it to Link Market Services Limited on +61 2 9287 0309; or (v) Lodge it online at www.linkmarketservices.com.au in accordance with the instructions provided on the website. Shareholders will need their Holder Identification Number or Shareholder Reference Number to lodge the proxy form online. PLEASE NOTE THAT THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF ALL RESOLUTIONS THE SUBJECT OF THIS NOTICE. THE COMPANY ALSO WISHES TO INFORM SHAREHOLDERS THAT THE CHAIR INTENDS TO EXERCISE ALL AVAILABLE PROXIES IN FAVOUR OF THE RESOLUTIONS. ASX takes no responsibility for the contents of this notice or explanatory statement. Dated: 22 April 2024 By order of the Board Shane Turner Company Secretary 3 EXPLANATORY MEMORANDUM The Explanatory Memorandum has been prepared for the purposes of the Corporations Act and the Listing Rules. The purpose of this Explanatory Memorandum is to provide Shareholders with all the information known to the Company that is material to Shareholders in deciding whether or not to approve the Resolutions as set out in the Notice at the Meeting to be held by virtual meeting on 30 May 2024 commencing at 10:00 am (AEST). The Company recommends that Shareholders read this Explanatory Memorandum in full and in conjunction with the Notice before making any decisions in relation to the proposed Resolutions. Please contact the Company Secretary at info@akoravy.com or +61 404 033 450 between 9:00am and 5:00pm (AEST) if you have any questions about the Meeting or the Resolutions the subject of this Notice. 1. Annual Report There is no requirement for Shareholders to approve the Annual Report. Shareholders will be offered the opportunity to: (a) discuss the Annual Report for the financial year ended on 31 December 2023, which is available on the ASX platform at www.asx.com.au (ASX: AKO); and (b) ask questions about or make comment on the management of the Company. The chair of the meeting will allow reasonable opportunity for the Shareholders as a whole at the Meeting to ask the auditor or the auditor’s representative questions relevant to: (a) the conduct of the audit; (b) the preparation and content of the auditor’s report; (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and (d) the independence of the auditor in relation to the conduct of the audit. In addition to taking questions at the Meeting, written questions to the Company’s auditor about: (a) the content of the auditor’s report to be considered at the Meeting; and (b) the conduct of the audit of the annual financial report to be considered at the Meeting, may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company’s registered office. 2. Resolution 1 – Approval of Remuneration Report 2.1 Introduction The Remuneration Report is in the Company's Annual Report. By way of summary,