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Notice of Annual General Meeting 2025
Southern Palladium Limited
Incorporated in the Commonwealth of Australia
Australian Company Number 646 391 899
ASX share code: SPD
JSE share code: SDL
ISIN AU0000220808
Notice of Annual General Meeting 2025
Southern Palladium Limited (ASX: SPD / JSE: SDL) (Southern Palladium or the Company) advises that the
following documents will be distributed to shareholders today, in relation to the Annual General Meeting to
be held at 4:00pm (Sydney time) and 7:00am (South African time) on Friday, 28 November 2025:
• Notice of Annual General Meeting (including the Explanatory Memorandum);
• Proxy Form; and
• 2025 Annual Report.
The Notice of Annual General Meeting and 2025 Annual Report are available on the Company's website at
www.southernpalladium.com .
Authorised by the Company Secretary
27 October 2025
ENQUIRIES
Shareholders JSE Sponsor Media
Andrew Cooke Monique Martinez Sam Jacobs
Company Secretary Merchantec Capital Six Degrees Investor Relations
Southern Palladium Limited T: + 27 (0) 11 325 6363 T: + 61 (0) 423 755 909
andrew.cooke@southernpalladium.com monique.martinez@merchantec.com sam.jacobs@sdir.com.au
Notice of Annual General Meeting
and Explanatory Statement
2025 Annual Report:
https://www.southernpalladium.com/site/investor-centre/annual-reports
THIS IS AN IMPORTANT DOCUMENT
AND REQUIRES YOUR ATTENTION
This Notice of Meeting and the accompanying Explanatory Statement
should be read in their entirety.
If, as a Shareholder, you are in doubt as to the course you should follow,
please consult your financial or professional adviser prior to voting.
Notice is hereby given that the Annual General Meeting of the Company will be held on Friday,
28 November 2025 at 4.00 pm (AEDT)
At: Thomson Geer, Level 14, 60 Martin Place, Sydney NSW 2000 Australia
The AGM will be a physical meeting and not a hybrid or virtual meeting. Accordingly, no online
participation in the AGM will be possible.
ITEMS OF BUSINESS
Item 1. Receipt of the Financial Report for the year ended 30 June 2025
To receive and consider the Company's Financial Report, the Directors' Report and the
Auditor's Report for the year ended 30 June 2025.
Note: Except as set out in Resolution 1, there is no requirement for Shareholders to approve
these reports. Accordingly, no resolution will be put to Shareholders on this item of business.
Resolution 1 – Remuneration Report
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of section 250R(2) of the Corporations Act and for all other
purposes, the Remuneration Report for the year ended 30 June 2025 be adopted."
Note: In accordance with the Corporations Act, this resolution is advisory only and does not
bind the Company or the Directors of the Company. The Directors will consider the outcome
of the vote and comments made by Shareholders on the Remuneration Report at the meeting
when reviewing the Company's remuneration policies.
Voting exclusion:
The Company will disregard any votes cast on this resolution (in any capacity) by or on behalf of a
member of the Key Management Personnel (being those persons described as such in the
Remuneration Report) and a Closely Related Party of such a member. However, the Company need
not disregard a vote if it is cast by a person (including the Key Management Personnel or their Closely
Related Parties) as proxy for a person who is entitled to vote, in accordance with a direction on the
Proxy Form or it is cast by a person chairing the meeting as proxy for a person who is entitled to vote,
where the Proxy Form does not specify the way the proxy is to vote on this resolution but expressly
authorises the person chairing the meeting to exercise the proxy even if this resolution is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel.
Any undirected proxies held by Directors or other Key Management Personnel or their Closely Related
Parties for the purposes of Resolution 1 (excluding the Chair) will not be voted on Resolution 1.
Accordingly, if you intend to appoint a member of Key Management Personnel as your proxy, please
ensure that you direct them how to vote. If you intend to appoint the Chair of the meeting as your
proxy, you can direct him to vote by marking the box for Resolution 1. By marking the Chair's box on
the Proxy Form, you acknowledge that the Chair of the meeting will vote in favour of this item of
business as your proxy. The Chair will vote undirected proxies in favour of Resolution 1.
Resolution 2 – Re-elect Mr Robert Thomson as a Director of the Company
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That Mr Robert Thomson, who retires in accordance with Rule 41 of the Constitution of
the Company and, being eligible, offers himself for re-election, be re-elected as a Director
of the Company."
Voting exclusion:
There are no voting exclusions on this resolution.
Resolution 3 – Approval of Issues of Equity Securities under Equity Incentive Plan
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
"That, for the purposes of ASX Listing Rule 7.2 Exception 13, and for all other
purposes, Shareholders approve the Southern Palladium Equity Incentive Plan (Equity
Incentive Plan) and the proposed issue of Equity Securities under the Equity Incentive
Plan on the terms and conditions set out in the Explanatory Statement."
Voting exclusion:
The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who
is eligible to participate in the Employee Incentive Plan or any Associate of that person or those
persons. However, the Company need not disregard a vote cast in favour of the resolution by:
• 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
• 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
• 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 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.
Voting prohibition statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:
• the proxy is either:
• a member of the Key Management Personnel; or
• a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on this resolution.
However, the above prohibition does not apply if:
• the proxy is the chair; and
• the appointment expressly authorises the chair to exercise the proxy even though this resolution
is connected directly or indirectly with remuneration of a member of the Key Management
Personnel.
Note: Given the Directors are eligible to participate in the Employee Equity Plan, the Directors
will not be voting on this Resolution.
Resolution 4 – Proposed Issue of Performance Rights under the Equity Incentive Plan to Mr
Roger Baxter (Executive Chairman)
To consider, and if thought fit, to 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 of up to
275,229 Performance Rights to Mr Roger Baxter (or his nominee) under the Equity
Incentive Plan, on the terms and conditions set out in the Explanatory Statement, being
the incentive portion of his total remuneration for the forthcoming two years."
Voting exclusion:
The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Roger Baxter
or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2 or
10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However,
the Company need not disregard a vote cast in favour of the resolution by:
• 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
• 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
• 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 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.
Voting prohibition statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:
• the proxy is either:
• a member of the Key Management Personnel; or
• a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on this resolution.
Provided the Chair is not an Excluded Party, the above prohibition does not apply if:
• the proxy is the Chair; and
• the appointment expressly authorises the chair to exercise the proxy even though this resolution
is connected directly or indirectly with remuneration of a member of the Key Management
Personnel.
If you intend to appoint the Chair of the meeting as your proxy, you can direct him to vote by marking
the box for Resolution 4. By marking the Chair's box on the Proxy Form, you acknowledge that the
Chair of the meeting will vote in favour of this item of business as your proxy. The Chair will vote
undirected proxies in favour of Resolution 4.
Resolution 5 – Proposed Issue of Performance Rights under the Equity Incentive Plan to Mr
Johan Odendaal (Managing Director)
To consider, and if thought fit, to 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 of up to
302,752 Performance Rights to Mr Johan Odendaal (or his nominee) under the Equity
Incentive Plan, on the terms and conditions set out in the Explanatory Statement, being
the incentive portion of his total remuneration for the forthcoming two years."
Voting exclusion:
The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Johan
Odendaal or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1,
10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates.
However, the Company need not disregard a vote cast in favour of the resolution by:
• 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
• 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
• 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 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.
Voting prohibition statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:
• the proxy is either:
• a member of the Key Management Personnel; or
• a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on this resolution.
Provided the Chair is not an Excluded Party, the above prohibition does not apply if:
• the proxy is the Chair; and
• the appointment expressly authorises the chair to exercise the proxy even though this resolution
is connected directly or indirectly with remuneration of a member of the Key Management
Personnel.
If you intend to appoint the Chair of the meeting as your proxy, you can direct him to vote by marking
the box for Resolution 5. By marking the Chair's box on the Proxy Form, you acknowledge that the
Chair of the meeting will vote in favour of this item of business as your proxy. The Chair will vote
undirected proxies in favour of Resolution 5.
Resolution 6 – Proposed Issue of Zero Exercise Price Options under the Equity Incentive
Plan to Mr Mike Stirzaker (Non-Executive Director)
To consider, and if thought fit, to 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 of up to
96,330 Zero Exercise Price Options to Mr Mike Stirzaker (or his nominee) under the
Equity Incentive Plan, on the terms and conditions set out in the Explanatory
Statement, in lieu of a portion of his Directors' fees which will otherwise become
payable, subject to continued service, over the forthcoming three years."
Voting exclusion:
The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Mike Stirzaker
or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2 or
10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However,
the Company need not disregard a vote cast in favour of the resolution by:
• 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
• 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
• 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 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.
Voting prohibition statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:
• the proxy is either:
• a member of the Key Management Personnel; or
• a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on this resolution.
Provided the Chair is not an Excluded Party, the above prohibition does not apply if:
• the proxy is the Chair; and
• the appointment expressly authorises the chair to exercise the proxy even though this resolution
is connected directly or indirectly with remuneration of a member of the Key Management
Personnel.
If you intend to appoint the Chair of the meeting as your proxy, you can direct him to vote by marking
the box for Resolution 6. By marking the Chair's box on the Proxy Form, you acknowledge that the
Chair of the meeting will vote in favour of this item of business as your proxy. The Chair will vote
undirected proxies in favour of Resolution 6.
Resolution 7 – Proposed Issue of Zero Exercise Price Options under the Equity Incentive
Plan to Mr Robert Thomson (Non-Executive Director)
To consider, and if thought fit, to 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 of up to
96,330 Zero Exercise Price Options to Mr Robert Thomson (or his nominee) under the
Equity Incentive Plan, on the terms and conditions set out in the Explanatory
Statement, in lieu of a portion of his Directors' fees which will otherwise become
payable, subject to continued service, over the forthcoming three years."
Voting exclusion:
The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Robert
Thomson or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1,
10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates.
However, the Company need not disregard a vote cast in favour of the resolution by:
• 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
• 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
• 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 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.
Voting prohibition statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:
• the proxy is either:
• a member of the Key Management Personnel; or
• a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on this resolution.
Provided the Chair is not an Excluded Party, the above prohibition does not apply if:
• the proxy is the Chair; and
• the appointment expressly authorises the chair to exercise the proxy even though this resolution
is connected directly or indirectly with remuneration of a member of the Key Management
Personnel.
If you intend to appoint the Chair of the meeting as your proxy, you can direct him to vote by marking
the box for Resolution 7. By marking the Chair's box on the Proxy Form, you acknowledge that the
Chair of the meeting will vote in favour of this item of business as your proxy. The Chair will vote
undirected proxies in favour of Resolution 7.
Resolution 8 – Proposed Issue of Zero Exercise Price Options under the Equity Incentive
Plan to Mr Daniel van Heerden (Non-Executive Director)
To consider, and if thought fit, to 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 of up to
96,330 Zero Exercise Price Options to Mr Daniel van Heerden (or his nominee) under
the Equity Incentive Plan, on the terms and conditions set out in the Explanatory
Statement, in lieu of a portion of his Directors' fees which will otherwise become
payable, subject to continued service, over the forthcoming three years."
Voting exclusion:
The Company will disregard votes cast in favour of the resolution by or on behalf of Mr Daniel van
Heerden or any of his Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2
or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However,
the Company need not disregard a vote cast in favour of the resolution by:
• 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
• 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
• 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 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.
Voting prohibition statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:
• the proxy is either:
• a member of the Key Management Personnel; or
• a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on this resolution.
Provided the Chair is not an Excluded Party, the above prohibition does not apply if:
• the proxy is the Chair; and
• the appointment expressly authorises the chair to exercise the proxy even though this resolution
is connected directly or indirectly with remuneration of a member of the Key Management
Personnel.
If you intend to appoint the Chair of the meeting as your proxy, you can direct him to vote by marking
the box for Resolution 8. By marking the Chair's box on the Proxy Form, you acknowledge that the
Chair of the meeting will vote in favour of this item of business as your proxy. The Chair will vote
undirected proxies in favour of Resolution 8.
Resolution 9 – Proposed Issue of Zero Exercise Price Options under the Equity Incentive
Plan to Ms Lindi Nkosi-Thomas (Non-Executive Director)
To consider, and if thought fit, to 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 of up to
96,330 Zero Exercise Price Options to Ms Lindi Nkosi-Thomas (or her nominee) under
the Equity Incentive Plan, on the terms and conditions set out in the Explanatory
Statement, in lieu of a portion of her Directors' fees which will otherwise become
payable, subject to continued service, over the forthcoming three years."
Voting exclusion:
The Company will disregard votes cast in favour of the resolution by or on behalf of Ms Lindi Nkosi-
Thomas or any of her Associates, and a person who is referred to in ASX Listing Rule 10.14.1, 10.14.2
or 10.14.3 who is eligible to participate in the Equity Incentive Plan or any of their Associates. However,
the Company need not disregard a vote cast in favour of the resolution by:
• 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
• 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
• 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 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.
Voting prohibition statement:
A person appointed as a proxy must not vote, on the basis of that appointment, on this resolution if:
• the proxy is either:
• a member of the Key Management Personnel; or
• a Closely Related Party of such a member; and
• the appointment does not specify the way the proxy is to vote on this resolution.
Provided the Chair is not an Excluded Party, the above prohibition does not apply if:
• the proxy is the Chair; and
• the appointment expressly authorises the chair to exercise the proxy even though this resolution
is connected directly or indirectly with remuneration of a member of the Key Management
Personnel.
If you intend to appoint the Chair of the meeting as your proxy, you can direct him to vote by marking
the box for Resolution 9. By marking the Chair's box on the Proxy Form, you acknowledge that the
Chair of the meeting will vote in favour of this item of business as your proxy. The Chair will vote
undirected proxies in favour of Resolution 9.
Resolution 10 – Ratification of issue of Placement Shares under the Placement
To consider, and if thought fit, to pass 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 issue of 16,000,000 Placement Shares to various sophisticated
and professional investors under the Placement, on the terms and conditions set out in
the Explanatory Statement."
Voting exclusion:
The Company will disregard any votes cast in favour of this resolution by or on behalf of any person
who participated in the issue, and any Associate of that person. However, the Company need not
disregard a vote cast in favour of the resolution by:
• 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
• 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
• 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 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.
Resolution 11 – Approval of extra 10% Placement Facility
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other
purposes, Shareholders approve the Company having the additional capacity to issue
Equity Securities provided for in ASX Listing Rule 7.1A, on the terms and conditions set
out in the Explanatory Statement."
Voting exclusion:
If, at the time this approval is sought, the Company is proposing to make an issue of Equity Securities
under ASX Listing Rule 7.1A.2, the Company will disregard votes cast in favour in respect of the
resolution by or on behalf of 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 by reason of being a holder of
ordinary securities in the Company) or any of their respective Associates. However, the Company
need not disregard a vote cast in favour of the resolution by:
• 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
• 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
• 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 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.
At the date of the Notice of Annual General Meeting, the Company has not approached any particular
existing Shareholders or security holders to participate in an issue of the Equity Securities. No existing
Shareholder's votes will therefore be excluded under the voting exclusion in the Notice of Annual
General Meeting.
Resolution 12 – Approve a Change of Name to Southern Platinum Limited
To consider and, if thought fit, to pass the following resolution as a special resolution:
"That for the purposes of section 157 of the Corporations Act 2001, and for all other
purposes, the name of the Company be changed to Southern Platinum Limited."
Voting exclusion:
There are no voting exclusions on this resolution.
Resolution 13 – Approval of Conditional Placement
To consider, and if thought fit, to pass the following resolution as an ordinary resolution:
"That the proposed issue of 11,581,815 Conditional Placement Shares to various
sophisticated and professional investors under the Conditional Placement, details of
which are set out in the Explanatory Statement, is approved under and for the purposes
of Listing Rule 7.1 and for all other purposes."
Voting exclusion:
The Company will disregard any votes cast in favour of this resolution by or on behalf of
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 by reason of being a holder of +ordinary
securities in the entity) or an Associate.
. However, the Company need not disregard a vote cast in favour of the resolution by:
• 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
• 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
• 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 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.
KEY DATES – NOTICE OF AGM
Record date to determine Shareholders who are entitled to 4.00pm AEDT Wednesday, 22 October 2025
receive the Notice of Meeting
Despatch of Notice of Meeting and announcement on ASX and Monday, 27 October 2025
SENS
Last day to trade for Shareholders on South African share 5.00pm SA time Tuesday, 18 November 2025
register in order to be entitled to vote at the Meeting
Voting Record Date 7.00pm SA time Friday, 21 November 2025
(JSE share register)
Voting Record Date 7.00pm AEDT Wednesday, 26 November 2025
(ASX share register)
Deadline for lodgement of Proxy Forms 5.00pm SA time Tuesday, 25 November 2025
(JSE share register)
Deadline for lodgement of Proxy Forms 4.00pm AEDT Wednesday, 26 November 2025
(ASX share register)
Annual General Meeting 4.00pm AEDT Friday, 28 November 2025
7.00am SA time
PROPOSED KEY DATES – NAME CHANGE
Publication and despatch of Notice of AGM Monday, 27 October 2025
Results of AGM and confirmation of name change finalisation 6.00 pm AEDT Friday, 28 November 2025
announcement1 released on the ASX and JSE SENS. and 10.00am SA
time
Last day to trade on the ASX and JSE before the name change1 Tuesday, 2 December 2025
Termination of trading under the old name on JSE trading 10.00am AEDT Wednesday, 3 December 2025
system1 9.00am SA time
Commencement of trade on JSE and ASX under the new name:
Southern Platinum Limited with JSE alpha code SDL and ISIN
AU00002208081
Record Date for shareholders on the South African register Friday, 5 December 2025
JSE CSDPs and brokers accounts updated 9.00am SA time Monday, 8 December 2025
1 Subject to shareholder approval of ordinary resolution 12 at the Annual General Meeting to be held on Friday,
28 November 2025.
For shareholders on the South African register, share certificates may not be dematerialised or rematerialised between
Wednesday, 3 December 2025 and Friday 5 December 2025, both days inclusive.
ENQUIRIES
Andrew Cooke
Company Secretary
Southern Palladium Limited
andrew.cooke@southernpalladium.com
ENTITLEMENT TO VOTE
In accordance with the Corporations Act 2001 (Cth) the Board has determined that for the purposes
of the meeting, a person's entitlement to vote at the meeting will be the entitlement of that person
set out in the Register of Members of the Company at 7.00pm (AEDT time) on Wednesday, 26
November 2025 or on the JSE share register at 7.00pm (SA time) on Tuesday, 25 November
2025. Accordingly, share transfers registered after that time will be disregarded in determining
entitlements to attend and vote at the meeting.
2025 ANNUAL REPORT:
The Annual Report for the Year Ending 30 June 2025 may be downloaded from the Company's
website from the homepage: www.southernpalladium.com or by accessing the following link:
https://www.southernpalladium.com/site/investor-centre/annual-reports
HOW TO VOTE:
You may vote in one of two ways:
• attending the meeting and voting in person (if a corporate Shareholder, by
representative); and
• voting by proxy (see below on how to vote by proxy).
To vote in person, attend the meeting on the date and at the time and place set out above
PROXIES:
• Shareholders wishing to appoint a proxy are encouraged to do so electronically by following the
steps set out on the Proxy Form attached.
• A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy or not more
than two proxies to attend and vote instead of the Shareholder.
• Where two proxies are appointed:
(i) a separate Proxy Form, should be used to appoint each proxy;
(ii) the Proxy Form may specify the proportion, or the number, of votes that the proxy may
exercise, and if it does not do so the proxy may exercise half of the votes.
• A Shareholder can appoint any other person to be their proxy. A proxy need not be a
Shareholder. The proxy appointed can be described in the Proxy Form by an office held e.g.
"the Chair of the Meeting".
• In the case of Shareholders who are individuals, the Proxy Form must be signed:
(i) if the Shares are held by one individual, by that Shareholder;
(ii) if the Shares are held in joint names, by any one of them.
• In the case of Shareholders who are companies, the Proxy Form must be signed:
(i) if it has a sole director who is also sole secretary, by that director (and stating the fact next
to, or under the signature on the Proxy Form);
(ii) in the case of any other company by either two directors or a director and secretary.
The use of the common seal of the company, in addition to those required signatures, is optional.
• If the person signing the Proxy Form is doing so under a power of attorney, or is an officer of a
company outside those referred to above but authorised to sign the Proxy Form, the power of
attorney or other authorisation (or a certified copy of it), as well as the Proxy Form, must be
received by the Company by the time and at the place specified below.
• A Proxy Form accompanies this notice. To be effective, your Proxy Form must be received by
the Company no later than 48 hours before the time of the Meeting. Complete and lodge the
Proxy Form with the Company at the address or facsimile number specified below, along with
any power of attorney or notarially certified copy of a power of attorney (if the Proxy Form is
signed pursuant to a power of attorney), by no later than:
4.00 pm (Sydney time), Wednesday 26 5.00 pm (SA time), Tuesday 25
November 2025 for ASX share register) November 2025 for JSE share register)
To:
Southern Palladium Limited Southern Palladium Limited
C/- Computershare Investor Services C/- Computershare Investor Services Pty
Pty Ltd Ltd
GPO Box 242 Private Bag X9000,
MELBOURNE VIC 3001, Australia Saxonwold, 2132, South Africa
Or by facsimile 1800 783 447 (within Email: Proxy@Computershare.co.za
Australia) or +61 3 9473 2555 (outside
Australia)
The Proxy Form and the power of attorney (if any) under which it is signed (or a certified copy of it)
must be received at the Company's Share Registry at least 48 hours before the commencement of
the Annual General Meeting or any adjournment of that Meeting.
CORPORATE REPRESENTATIVES
A body corporate that is a member, or that has been appointed as a proxy of a member, may appoint
an individual to act as its representative at the Meeting. The appointment must comply with the
requirements of section 250D of the Corporations Act. The representative should bring to the
meeting evidence of his or her appointment including the authority under which it is signed.
Dated the 27th day of October 2025.
By order of the Board
Andrew J. Cooke
Company Secretary
EXPLANATORY STATEMENT
ITEM 1: Financial Report – Year ended 30 June 2025
The Corporations Act requires the Financial Report (which includes the financial statements
and the Directors' Declaration), the Directors' Report and the Auditor's Report to be tabled for
discussion at the AGM. There is no requirement either in the Corporations Act or in the
Constitution for Shareholders to approve the Financial Report, the Directors' Report or the
Auditor's Report. Shareholders attending the AGM will be given a reasonable opportunity to
ask questions about, or make comments on, these reports.
This item of business provides Shareholders with an opportunity to ask questions concerning
or make comments on the Company's financial statements and reports for the financial year
ended 30 June 2025 and the Company's performance generally.
A representative of the Auditor (BDO Audit) will be attending the AGM.
As a Shareholder, you are entitled to submit a written question to the Auditor prior to the AGM
provided that the question relates to:
• the content of the Auditor's Report; or
• the conduct of the audit in relation to the Financial Report.
All written questions must be received by the Company no later than 21 November 2025. All
questions must be sent to the Company by email to andrew.cooke@southernpalladium.com
and may not be sent directly to the Auditor. The Company will then forward all relevant
questions to the Auditor.
The Auditor will answer written questions submitted prior to the AGM.
The Auditor will also answer questions at the meeting from Shareholders relevant to:
• the conduct of the audit;
• the preparation and content of the Auditor's Report;
• the accounting policies adopted by the Company in relation to the preparation of the
financial statements; and
• the independence of the Auditor in relation to the conduct of the audit.
1. RESOLUTION 1: Remuneration Report
The Directors' Report for the financial year ended 30 June 2025 contains a Remuneration
Report which sets out the policy on remuneration of the Directors of the Company and specified
executives of the Company.
Section 250R(2) Corporations Act requires that a resolution to adopt the Remuneration Report
must be put to the vote at the annual general meeting. The Corporations Act expressly provides
that the vote is advisory only and does not bind the Directors of the Company.
Notwithstanding the non-binding nature of the vote, the Directors will take note of the outcome
of the vote when considering future remuneration matters.
Members attending the AGM will be given a reasonable opportunity to ask questions about, or
make comments on, the Remuneration Report.
Under sections 250U and 250V of the Corporations Act, if at least 25% of the votes cast on
Resolution 1 are against the adoption of the relevant remuneration report at two consecutive
annual general meetings (with a 25% or more vote 'against' commonly referred to as a "first
strike" or "second strike"), the Company will be required to put to Shareholders a resolution at
the later of those annual general meetings proposing that an extraordinary general meeting
(Spill Meeting) be called to consider the election of Directors of the Company (Spill
Resolution). The Spill Meeting must be held within 90 days of the date of the second annual
general meeting. For a Spill Resolution to be passed, more than 50% of the votes cast on the
resolution must be in favour of it. If a Spill Resolution is passed, all of the Directors (other than
any Managing Director) will cease to hold office immediately before the end of the Spill Meeting
unless re-elected at that meeting.
At the Company's 2025 Annual General Meeting, a "first strike" was not recorded in respect of
the Remuneration Report. Accordingly, a Spill Resolution is not relevant for this Meeting.
Recommendation
The Directors abstain, in the interests of good corporate governance, from making a
recommendation in relation to Resolution 1.
Subject to the voting exclusions set out in the Notice of Meeting, the Chairman of the Meeting
intends to vote undirected proxies in favour of Resolution 1.
2. RESOLUTION 2: Re-Election of Mr Robert Thomson as a Director
2.1 ASX Listing Rules 14.4, 14.5 and the Constitution of the Company
ASX Listing Rule 14.4 provides that a director of an entity must not hold office (without re-
election) past the third annual general meeting following the director's appointment or 3 years,
whichever is longer. This rule does not apply to the Managing Director.
ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of
directors at each annual general meeting.
The provisions of Clause 41 of the Company's Constitution provides that any Directors, who is
not the Managing Director, who holds office for a continuous period in excess of three years
or until the third annual general meeting following the Director's appointment or election,
whichever is long, must submit for re-election.
Out of the current Directors who may be required to retire by rotation, Mr Robert Thomson has
held office for the longest period of time since his last election (which occurred at the
Company's 2022 AGM on 30 November 2022).
Accordingly, in accordance with clause 41 of the Constitution and ASX Listing Rule 14.5, Mr
Thomson will retire by rotation and, being eligible, offers himself for re-election as a Director.
2.2 Key Information relating to Mr Robert Thomson – Independent Non-Executive Director
Robert Thomson has a 40 year mining career, including CEO/Executive Director and
GM/Project Director roles building and commercialising junior company gold and base metals
exploration projects into significant mining operations and businesses (e.g. Sepon. Chatree,
Didipio, Wetar).
From 2016 to 2021 he was Managing Director, then non-executive director for South Africa
focussed Theta Gold Mines Limited. He has a Bachelor of Engineering (Mining) from the
University of Queensland, an MBA from the University of Wollongong and is a Fellow of the
Australasian Institute of Mining and Metallurgical Engineers. Currently he is an independent
non-executive director of Pacific Nickel Mines Limited and Bayrock Resources Limited.
Mr Thomson was appointed as a Non-Executive Director on the 4th of December 2020. Mr
Thomson is also a member of the Audit and Risk Committee and a member and Chairman of
the Nomination and Remuneration Committee
2.3 Recommendation
The Directors (other than Mr Thomson) recommend that Shareholders vote in favour of
Resolution 2.
The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 2.
3. RESOLUTION 3 – Approval to issue securities under the Southern Palladium Equity
Incentive Plan
3.1 Background
The Board has reviewed the need for an equity incentive plan, having regard to the employee
share scheme provisions in Part 7.12, Division 1 of the Corporations Act and the ASX Listing
Rules. As a result of that review, the Board resolved to adopt the Southern Palladium Limited
Equity Incentive Plan, which it did on 14 October 2025.
Resolution 3 seeks Shareholder approval, pursuant to ASX Listing Rule 7.2 (Exception 13), to
adopt the Equity Incentive Plan and to enable Performance Rights, and Shares upon exercise
or conversion of those Performance Rights, and Shares to be issued under the Employee
Incentive Plan to eligible Directors and employees (Equity Securities) to be exempted from
ASX Listing Rule 7.1 for a period of 3 years from the date on which Resolution 3 is passed.
A summary of the Equity Incentive Plan is set out in Schedule 1. The Plan can be viewed in
the 'Corporate Governance' section of the Company's website, located at
https://www.southernpalladium.com/site/about/corporate-governance.
3.2 ASX Listing Rule 7.2, Exception 13(b)
ASX Listing Rule 7.1 provides that a 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 without Shareholder approval.
ASX Listing Rule 7.2 (Exception 13(b)) sets out an exception to ASX Listing Rule 7.1 which
provides that issues under an employee incentive scheme are exempt for a period of 3 years
from the date on which Shareholders approve the issue of securities under the scheme as an
exception to ASX Listing Rule 7.1.
The Board has adopted a new employee incentive scheme called the Southern Palladium
Equity Incentive Plan (Plan or Equity Incentive Plan).
Resolution 3 seeks Shareholder approval for the Employee Incentive Plan and for the issue of
Equity Securities under the Plan for the purposes of ASX Listing Rule 7.2, Exception 13(b),
and for all other purposes.
If Resolution 3 is passed, the Company will be able to issue a limited number of Equity
Securities under the Plan to eligible participants over a period of 3 years without impacting on
the Company's ability to issue up to 15% of its total ordinary securities without Shareholder
approval in any 12 month period (subject to Resolution 11 being approved by Shareholders,
the capacity will be increased to 25%, including the 10% Placement Facility).
If Resolution 3 is not passed, the Company will still be able to issue Equity Securities under
the Plan to eligible participants, however any securities issued under the Plan will count
towards its 15% capacity under ASX Listing Rule 7.1 (subject to Resolution 11 being approved
by Shareholders, the capacity will be increased to 25%, including the 10% Placement Facility),
effectively decreasing the number of Equity Securities the Company can issue without
Shareholder approval over the 12 month period following the issue of any Equity Securities
under the Plan.
Any future issues of Equity Securities under the Plan to a related party or a person whose
relationship with the Company is, in ASX's opinion, such that approval should be obtained will
require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.
3.3 Rationale for the Equity Incentive Plan
The aim of the Plan is to allow the Board to attract, motivate and retain eligible persons, who
in the Board's opinion, are dedicated and will provide ongoing commitment and effort to
Southern Palladium. It is considered that the Plan and the future issue of Equity Securities
under the Plan will provide participants with the opportunity to participate in the anticipated
future growth of the Company.
This is considered essential as the Company transitions from the exploration and study phase
towards development and construction of a mining operation, and the consequent need to build
a comprehensive, skilled management team.
3.4 Specific information required by ASX Listing Rule 7.2
In accordance with the requirements of ASX Listing Rule 7.2 Exception 13(b) the following
information is provided:
(a) The material terms of the Plan are summarised in Schedule 1.
(b) This is the first approval sought under ASX Listing Rule 7.2 Exception 13(b) with respect
to the Plan. Accordingly, no Equity Securities have previously been issued under the
Plan as it is a new incentive plan.
(c) The maximum number of Equity Securities proposed to be issued under the Plan is
5,347,500 Equity Securities, representing 5.0% of the number of ordinary Shares
expected to be on issue at the date of this Notice of Meeting (being 106,950,000 Shares)
(Approved Plan Cap). To the extent that Equity Securities that are issued under the
Approved Plan Cap are subsequently cancelled in the three year period following the
Meeting, those cancelled Equity Securities will be added back to the Approved Plan Cap.
The Approved Plan Cap is not intended to be a prediction of the actual number of Equity
Securities to be issued under the Plan during the period for which the approval (if given)
will be valid, rather it is simply a ceiling for the purposes of ASX Listing Rule 7.2
(Exception 13(b)).
(d) A voting exclusion statement has been included for the purposes of Resolution 3.
3.5 Recommendation
Resolution 3 is an ordinary resolution.
The Directors abstain, in the interests of good corporate governance, from making a
recommendation in relation to Resolution 3.
The Chair intends to vote undirected proxies in favour of Resolution 3.
4. RESOLUTIONS 4 to 9 – Proposed Grant of Equity Securities to Directors
4.1 Background
Following a review and recommendations made by an independent third party remuneration
consultant, which included the identification of and the ascertainment of relevant remuneration
details from peer group companies, the Remuneration Committee identified that both the
Executive and Non-Executive Directors of the Company are currently remunerated at the
bottom end of the range applicable to peer group companies that are entering the development
phase.
It is now proposed that Executive Directors be issued Performance Rights with milestone and
service vesting requirements as detailed below. The Performance Rights will be in addition to
their fixed cash remuneration.
It is also proposed that the Non-Executive Directors be issued service rights in the form of Zero
Exercise Price Options (ZEPOs) in lieu of a portion of their fixed Directors' fees. The ZEPOs
vest with time served as a Director of the Company and are not based on any performance
measure.
These Employee Incentives to be issued under the Equity Incentive Plan are designed to
incentivise Directors specifically to transition the Company from its current state to
commencement of mine construction, thereby ensuring alignment with Shareholders' interests
to maximise Company value. The Employee Incentives will form part of each Director's
remuneration.
If Resolutions 4 to 9 are passed, the Company will be able to issue Employee Incentives to the
relevant Directors as contemplated by Resolutions 4 to 9.
If any of Resolutions 4 to 9 are not passed, the Company will be unable to issue Employee
Incentives to the relevant Director(s) as contemplated by the applicable Resolution(s).
Resolutions 4 to 9 are proposed as ordinary resolutions.
4.2 Purpose of resolution
Resolutions 4 to 9 seek Shareholder approval for the purpose of satisfying ASX Listing Rule
10.14 to allow the issue of Employee Incentives to the Company's Executive and Non-Directors
being Mr Roger Baxter (or his nominee), Mr Johan Odendaal (or his nominee), Mr Mike
Stirzaker (or his nominee), Mr Robert Thomson (or his nominee), Mr Daniel van Heerden (or
his nominee) and Ms Lindi Nkosi-Thomas (or her nominee) under the Plan on the terms and
conditions set out in Schedule 1. The Plan is subject to Shareholder approval at Resolution 3.
Under the Plan, each Director will be eligible to receive a grant of Employee Incentives
representing incentives for the forthcoming two years, in the case of Executive Directors,
Messrs Baxter and Odendaal, and the forthcoming three years, in the case of each of the
following Non-Executive Directors:
(a) Up to 275,229 Performance Rights for Mr Roger Baxter (Resolution 4);
(b) Up to 302,752 Performance Rights for Mr Johan Odendaal (Resolution 5);
(c) Up to 96,330 Zero Exercise Price Options for Mr Mike Stirzaker (Resolution 6);
(d) Up to 96,330 Zero Exercise Price Options for Mr Robert Thomson (Resolution 7);
(e) Up to 96,330 Zero Exercise Price Options for Mr Daniel van Heerden (Resolution 8);
and
(f) Up to 96,330 Zero Exercise Price Options for Ms Lindi Nkosi-Thomas (Resolution 9).
The terms of the Employee Incentives are set out in section 4.3 below.
4.3 Key terms of Employee Incentives
Each Employee Incentive will entitle the holder to 1 Share upon satisfaction of certain vesting
conditions.
The Employee Incentives are otherwise to be granted on the terms of the Plan as summarised
at Schedule 1.
Key Terms of the Performance Rights for the Executive Directors are summarised in Schedule
2.
Key Terms of the Zero Exercise Price Options for Non-Executive Directors are summarised in
Schedule 3.
4.4 Overview of regulatory approval requirements
(a) ASX Listing Rules requirements – ASX Listing Rule 10.14
ASX Listing Rule 10.14 requires Shareholder approval to be obtained where a company issues
or agrees to issue, securities under an employee incentive scheme to a director of the
company, an Associate of the director, or a person whose relationship with the company,
director or Associate of the director is, in the ASX's opinion, such that approval should be
obtained.
As such, Shareholder approval is sought under ASX Listing Rule 10.14 for the issue of
Performance Rights to Mr Roger Baxter (or his nominee) and Mr Johan Odendaal (or his
nominee) and Zero Exercise Price Options to Mr Mike Stirzaker (or his nominee), Mr Robert
Thomson (or his nominee), Mr Daniel van Heerden (or his nominee) and Ms Lindi Nkosi-
Thomas (or her nominee).
ASX Listing Rule 7.2 (Exception 14) provides that, if an issue of securities is approved for the
purposes of ASX Listing Rule 10.14, ASX Listing Rule 7.1 does not apply. Accordingly, the
Company is not required to seek approval of the issue of the Performance Rights under ASX
Listing Rule 7.1.
(b) Corporations Act requirements – Chapter 2E
Under Chapter 2E of the Corporations Act, for a public company to give a financial benefit to
a related party of the public company, the public company must:
• obtain the approval of the public company's members in the manner set out in sections
217 to 227 of the Corporations Act; and
• 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 issue of Performance Rights constitutes giving a financial benefit and Mr Roger Baxter,
Mr Johan Odendaal, Mr Mike Stirzaker, Mr Robert Thomson, Mr Daniel van Heerden and Ms
Lindi Nkosi-Thomas are related parties of the Company as they are Directors of the Company.
It is the view of the Board that the exception set out in section 211(1) (allowing the giving of a
financial benefit that is reasonable remuneration) applies in the current circumstances.
Accordingly, Shareholder approval is sought for the issue of the Options under ASX Listing
Rule 10.14 as contemplated by Resolutions 4 to 9, but not under Chapter 2E of the
Corporations Act.
(c) Corporations Act requirements – Sections 200B and 200E of the Corporations Act
The Corporations Act restricts the benefits that can be given to persons who hold a "managerial
or executive office" (as defined in the Corporations Act) on leaving their employment with the
Company.
Under sections 200B and 200E of the Corporations Act, a company may only give a person a
benefit in connection with them ceasing to hold a managerial or executive office if the benefit
is approved by Shareholders or an exemption applies.
Amendments to the Corporations Act in 2009 significantly expanded the scope of these
provisions and lowered the threshold for termination benefits that do not require Shareholder
approval. The term "benefit" has a wide meaning and may include benefits resulting from the
Board exercising certain discretions under the rules of the Plan, including the discretion to
waive or accelerate vesting conditions in respect of a particular holder of Performance Rights.
While the Plan provides that all vested Performance Rights or Zero Exercise Price Options are
automatically forfeited and lapse on the date of cessation of employment or office, provided
the participant is a "Good Leaver" as defined in the Plan, the Board retains the discretion to
determine otherwise. Accordingly, Shareholder approval is sought for the Directors to be given
any benefit at the discretion of the Board in relation to the accelerated vesting of Performance
Rights upon their retirement from office with the Company if that occurs within 3 years of the
date of this Annual General Meeting.
If Shareholder approval is given under Resolutions 4 to 9 the Company will still be required to
comply with ASX Listing Rules 10.18 and 10.19, which place restrictions on the circumstances
in which termination benefits can be paid and a cap on the value of termination benefits that
can be paid to officers of the Company.
The value of the benefit cannot be determined at the date of this Notice of Annual General
Meeting and will depend on the number of Performance Rights that may vest and the market
value of the Shares at the time of cessation of office.
4.5 Specific information required by ASX Listing Rule 10.15
Pursuant to ASX Listing Rule 10.15, the following information is provided in relation to
Resolutions 4 to 9:
ASX Listing Rule 10.15 Information
requirement
Names of the people (10.15.1): Mr Roger Baxter, Mr Johan Odendaal, Mr Mike Stirzaker,
Mr Robert Thomson, Mr Daniel van Heerden and Ms Lindi
Nkosi-Thomas or their nominees.
Category in rules 10.14.1 – 10.14.1. The proposed recipients of the Employee
10.14.3 the people fall within Incentives are Directors of the Company.
and why (10.15.2):
Number and class of securities Subject always to the terms of the Plan, the maximum
proposed to be issued to the aggregate number of Employee Incentives (being the
people under the plan nature of the financial benefit being provided) to be
(10.15.3): allocated to:
• Mr Roger Baxter is 275,229 Performance Rights
(Resolution 4);
• Mr Johan Odendaal is 302,752 Performance Rights
(Resolution 5);
• Mr Mike Stirzaker is 96,330 Zero Exercise Price
Options (Resolution 6);
• Mr Robert Thomson is 96,330 Zero Exercise Price
Options (Resolution 7);
• Mr Daniel Van Heerden is 96,330 Zero Exercise Price
Options (Resolution 8); and
• Ms Lindi Nkosi-Thomas is 96,330 Zero Exercise Price
Options (Resolution 9).
This totals to 963,301 Employee Incentives .
Upon exercise, the Directors will be issued with 1 Share
for each Employee Incentive.
Details (including the amount) As at the date of this Notice of Meeting, the total
of the Directors' current total remuneration package of each Director is as follows:
remuneration packages
(10.15.4): • $174,950 (including superannuation) for Mr Roger
Baxter (Resolution 4);
• $250,000 (including superannuation) for Mr Johan
Odendaal (Resolution 5);
• $90,820 (including superannuation) for Mr Mike
Stirzaker (Resolution 6);
• $60,210 (including superannuation) for Mr Robert
Thomson (Resolution 7);
• $54,025 (including superannuation) for Mr Daniel Van
Heerden is (Resolution 8); and
• $58,485 (including superannuation) for Ms Lindi
Nkosi-Thomas (Resolution 9).
Number of securities previously Nil.
issued to the people under the
Plan (10.15.5)
If the securities are not fully Please refer to Schedule 1 for a summary of the Plan,
paid ordinary securities, a Schedule 2 for the terms of the Performance Rights and
summary of the material terms Schedule 3 for the terms of the Zero Exercise Price
of the securities, explanation of Options.
why that type of security is
being used and the value the Details of any securities issued under the Plan will be
entity attributes to that security published in the annual report of the Company relating to
and its basis (10.15.6): the period in which they were issued, along with a
statement that approval for the issue was obtained under
ASX Listing Rule 10.14.
The Company has attributed a value of $1.09 to each
Performance Right and each Zero Exercise Price Option
being the full undiscounted 15 day VWAP of the
Company's Share Price at the Close of trade on 14
October 2024.
Date(s) the people will be As at the date of this Notice of Annual General Meeting,
issued with securities under the the Employee Incentives are anticipated to be issued no
Plan (10.15.7): later than 3 months after the date of the Annual General
Meeting and it is anticipated that the Employee Incentives
will be allocated on one date. The Employee Incentives
must be issued within 3 years 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).
Price of securities issued to the The Employee Incentives will be granted for nil cash
people under the Plan consideration and no consideration will be payable upon
(10.15.8): the vesting of the Employee Incentives. Accordingly, no
funds will be raised from the issue or vesting of the
Employee Incentives.
Material terms of the Plan Please refer to Schedule 1.
(10.15.9):
Material terms of any loan that There is no loan Associated with the grant of the
will be made to the people in Employee Incentives.
relation to the acquisitions:
Statement: Details of any securities issued under the Plan will be
published in each annual report of the Company relating
to a period in which they were issued, along with a
statement that approval for the issue was obtained under
ASX Listing Rule 10.14.
Any additional persons covered by ASX Listing Rule 10.14
who become entitled to participate in the Plan in an issue
of securities under the Plan after Resolutions 4 to 9 are
approved and who were not named in the Notice will not
participate until approval is obtained under ASX Listing
Rule 10.14.
Voting exclusion statement A voting exclusion statement in respect of each of
Resolutions 4 to 9 is contained in the Notice of Annual
General Meeting.
4.6 Recommendation
The Directors abstain, in the interests of good corporate governance, from making a
recommendation in relation to Resolutions 4 to 9.
Subject to the voting exclusions set out in the Notice of Meeting, the Chairman of the Meeting
intends to vote undirected proxies in favour of Resolutions 4 to 9.
5. RESOLUTION 10 – Ratification of issue of Placement Shares under the Placement
5.1 Overview of the Capital Raise
On 12 June 2025, the Company announced a capital raise of $8 million (the Capital Raise).
The Capital Raise was made to one of the Company's largest Shareholders, existing
institutional Shareholders and also attracted new institutional investors utilising the Company's
placement capacity under ASX Listing Rules 7.1 and 7.1A.
16 million Shares were issued under the Capital Raise representing approximately 17.6% of
the Company's Shares on issue at the time that the Capital Raise was announced. Bridge
Street Capital Partners Pty Ltd acted as Lead Manager to the Placement.
The Shares issued under the Placement were priced at $0.50 each (Offer Price) being the
closing price on Friday 6 June 2025. The Offer Price represented a 10.5% premium to the 10-
day VWAP of A$0.45 per share, and a 46.5% premium to the 15-day VWAP of A$0.34 per
share. No options were offered in connection with the Placement.
The Placement funds will be deployed towards advancing the DFS and near-term mine
development activities at the Bengwenyama PGM project, ahead of the planned release of an
updated PFS incorporating a two-stage project development approach with lower up-front
capital costs.
5.2 ASX Listing Rules 7.1, 7.1A and 7.4
Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the
amount of Equity Securities that a listed company can issue without the approval of its
Shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on
issue at the start of that period.
Under ASX Listing Rule 7.1A, an eligible entity can seek approval from its members by way of
a special resolution passed at its annual general meeting, to increase this 15% limit by an extra
10% to 25% for the 12 months following that meeting. The Company obtained approval under
ASX Listing Rule 7.1A to increase its 15% limit by an extra 10% to 25% at its most recent
Annual General Meeting on 28 November 2024 (the 10% Placement Facility).
On Thursday,19 June 2025 the Company issued:
• 13,642,500 Placement Shares utilising its capacity under ASX Listing Rule 7.1; and
• 2,357,500 Placement Shares utilising its capacity under ASX Listing Rule 7.1A.
The issue of the Placement Shares does not fit within any of the exceptions and, as it has not
yet been approved by Shareholders, it effectively uses up the 15% limit in ASX Listing Rule
7.1 and part of the 10% limit in ASX Listing Rule 7.1A, reducing 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 issue and under ASX Listing Rule 7.1A.
The issue of the Placement Shares did not breach ASX Listing Rules 7.1 or 7.1A.
ASX Listing Rule 7.4 allows the Shareholders of a listed company to approve an issue of equity
securities after it has been made or agreed to be made where the issue did not breach ASX
Listing Rule 7.1 and as applicable, Listing Rule 7.1A. If they do, the issue is taken to have
been approved under ASX Listing Rule 7.1 and so does not reduce the Company's capacity
to issue further Equity Securities without Shareholder approval under that rule or ASX Listing
Rule 7.1A.
The Company wishes to retain as much flexibility as possible to issue additional Equity
Securities into the future without having to obtain Shareholder approval for such issues under
ASX Listing Rule 7.1.
To this end, Resolution 10 seeks Shareholder approval of the issue of 16,000,000 Placement
Shares that the Company issued under the Placement utilising its capacity under ASX Listing
Rules 7.1 and 7.1A, under and for the purposes of ASX Listing Rule 7.4.
If Resolution 10 is passed, the issue of the relevant Placement Shares will be excluded in
calculating the Company's 15% limit in ASX Listing Rules 7.1 and 7.1A (as extended to 25%
under the 10% Placement Facility, if Resolution 11 is approved), effectively increasing the
number of Equity Securities it can issue without Shareholder approval over the 12-month
period following the date of the issue.
If Resolution 10 is not passed, the issue of the Placement Shares will be included in calculating
the Company's 15% limit in ASX Listing Rules 7.1 and 7.1A (as may be extended to 25%
under the 10% Placement Facility), effectively decreasing the number of Equity Securities it
can issue without Shareholder approval over the 12-month period following the date of the
issue.
5.4 Information for the purposes of ASX Listing Rule 7.5
For the purpose of Resolution 10, the following information is provided in relation to the issue
of the Shares under the Placement in accordance with ASX Listing Rule 7.5:
ASX Listing Rule 7.5 Information
requirement
Names of the allottees or basis The allottees of the Placement Shares were sophisticated
on which they were identified or and institutional investors who were invited to participate
selected (7.5.1): in the Placement bookbuild by agreement between the
Company and the Lead Manager. No related party of the
Company, member of the Company's key management
personnel, adviser to the Company or any of their
respective Associates participated in the Placement. Mr
Robert Napier Keith, an existing substantial Shareholder
of the Company, was issued 9,240,000 Placement Shares
representing 1% or more of the Company's issued capital
in the Placement.
The number and class of The number of Placement Shares issued under ASX
securities the entity issued or Listing Rules 7.1 in connection with the Placement was
agreed to issue (7.5.2): 13,642,500 Shares. The number of Placement Shares
issued under ASX Listing Rule 7.1A in connection with the
Placement was 2,357,500 Shares.
If the securities are not fully The Placement Shares issued under the Placement were
paid ordinary securities, a fully paid ordinary shares and rank equally in all respects
summary of the material terms with the Company's other Shares on issue.
of the securities (7.5.3):
The date or dates on which the The Placement Shares were issued on Thursday, 19 June
securities were or will be 2025.
issued. If the securities have
not yet been issued, the date of
issue must be no later than 3
months after the date of the
meeting (7.5.4):
The price or other $0.50 per Share.
consideration the entity has
received or will receive for the
issue (7.5.5):
The purpose of the issue, The proceeds from the Placement will be used by the
including the use or intended Company as described in section 5.1 above.
use of any funds raised by the
issue (7.5.6):
If the securities were or will be N/A
issued under an agreement, a
summary of any other material
terms of the agreement (7.5.7):
A voting exclusion statement A voting exclusion statement in relation to Resolution 10
(7.5.8): is included in this Notice.
5.5 Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 10.
Subject to the voting exclusion set out in the Notice of Meeting, the Chairman of the Meeting
intends to vote undirected proxies in favour of Resolution 10.
6. RESOLUTION 11 – Approval of Additional 10% Placement Facility
6.1 Background
The Company is seeking Shareholder approval by way of a special resolution to have the
ability to issue Equity Securities under the 10% Placement Facility to provide the Company
with additional flexibility to issue Equity Securities in appropriate circumstances. The exact
number of Equity Securities to be issued under the 10% Placement Facility will be determined
in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (described further below).
6.2 ASX Listing Rule 7.1A
ASX Listing Rules 7.1 and 7.1A are described at Section 5.2 above.
Resolution 11 seeks Shareholder approval by way of special resolution for the Company to
have the 10% Placement Facility.
If Resolution 11 is passed, the Company will be able to issue Equity Securities up to the
combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further Shareholder
approval.
If Resolution 11 is not passed, the Company will not be able to access the additional 10%
capacity to issue Equity Securities without Shareholder approval provided for in ASX Listing
Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without
Shareholder approval set out in ASX Listing Rule 7.1.
6.3 Further requirements of ASX Listing Rule 7.1A
10% Placement Period
Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from
the date of the annual general meeting at which the approval is obtained and expires on the
first to occur of the following:
• the date that is 12 months after the date of the annual general meeting at which the
approval is obtained (which, in the case of Resolution 11 will be 28 November 2026);
• the time and date of the Company's 2026 annual general meeting; or
• the date of the approval by holders of ordinary securities of a transaction under ASX
Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2
(disposal of main undertaking),
("10% Placement Period").
Class of Equity Securities issued under ASX Listing Rule 7.1A
Any Equity Securities issued under the 10% Placement Facility must be in the same class as
an existing quoted class of Equity Securities of the Company. The Company currently has
only one class of quoted Equity Securities on issue being Shares (ASX Code: SPD).
Issue price of Equity Securities issued under ASX Listing Rule 7.1A.3
The issue price of Equity Securities issued under ASX Listing Rule 7.1A must be not less than
75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days
immediately before:
• the date on which the price at which the Equity Securities are to be issued is agreed by
the entity and the recipient of the securities; or
• if the Equity Securities are not issued within 10 Trading Days of the date in the
paragraph above, the date on which the Equity Securities are issued,
(the "Minimum Price").
ASX Listing Rule 7.1A4
The Company will comply with the disclosure obligations under ASX Listing Rule 7.1A.4 when
it issues Equity Securities under ASX Listing Rule 7.1A.
Formula for calculating 10% Placement Facility
As at 8 October 2025, the Company had 106,950,000 Shares on issue ("A" in the formula
below) and therefore, subject to Shareholder approval being obtained under Resolution 11,
based on current circumstances 10,695,000 Shares will be permitted to be issued in
accordance with ASX Listing Rule 7.1A. The number of Shares that may be issued is
calculated in accordance with the following formula:
(A x D) – E
A is the number of fully paid ordinary securities on issue at the commencement of 12
months immediately preceding the date of issue or agreement to issue (the
relevant period):
• plus the number of fully paid ordinary securities issued in the relevant period
under an exception in rule 7.2 other than exception 9, 16 or 17;
• plus the number of fully paid ordinary securities issued in the relevant period
on the conversion of convertible securities within rule 7.2 exception 9 where:
• the convertible securities were issued or agreed to be issued before
the commencement of the relevant period; or
• the issue of, or agreement to issue, the convertible securities was
approved, or taken under these rules to have been approved, under
rule 7.1 or rule 7.4;
• plus the number of fully paid ordinary securities issued in the relevant period
under an agreement to issue securities within rule 7.2 exception 16 where:
• the agreement was entered into before the commencement of the
relevant period; or
• the agreement or issue was approved, or taken under these rules to
have been approved, under rule 7.1 or rule 7.4;
• plus the number of any other fully paid ordinary securities issued in the
relevant period with approval under rule 7.1 or rule 7.4. This does not include
an issue of fully paid shares under the entity's 15% placement capacity
without Shareholder approval;
• plus the number of partly paid ordinary securities that became fully paid in
the relevant period; and
• less the number of fully paid ordinary securities cancelled in the relevant
period.
Note that 'A' has the same meaning in ASX Listing Rule 7.1 when calculating an entity's
15% placement capacity.
D is 10%
E is the number of Equity Securities issued or agreed to be issued under ASX Listing
Rule 7.1A.2 in the relevant period where the issue or agreement has not been
subsequently approved by the holders of its ordinary securities under ASX Listing
Rule 7.4;
Shareholders should note that the calculation of the number of Equity Securities permitted to
be issued under the 10% Placement Facility is a moving calculation and will be based on the
formula set out in ASX Listing Rule 7.1A.2 at the time of issue of the Equity Securities.
6.4 Specific information required by ASX Listing Rule 7.3A
Pursuant to ASX Listing Rule 7.3A, the following information is provided in relation to
Resolution 11.
ASX Listing Rule Information
7.3A requirement
A statement of the If Shareholder approval is granted for Resolution 11, that approval will expire
period for which the at the end of the 10% Placement Period as further described above.
approval will be valid
(as set out in rule
7.1A.1) (7.3A.1):
A statement of the The Equity Securities will be issued at an issue price of not less than the
minimum price at Minimum Price as described further above.
which the Equity
Securities may be
issued under rule
7.1A.2 (as set out in
rule 7.1A.3) (7.1A.2):
A statement of the The Company may seek to issue the Equity Securities for cash consideration,
purposes for which in order to raise funds to support advancement of the DFS and near-term mine
the funds raised by an development activities at the Bengwenyama PGM project, to expedite
issue of Equity development of the Bengwenyama PGM project and for general working
Securities under rule capital.
7.1A.2 may be used
(7.1A.3)
A statement of the risk Shareholders should be aware that there is a risk of economic and voting
of economic and dilution that may result from an issue of Equity Securities under the 10%
voting dilution to Placement Facility, including the risk that:
existing ordinary
security holders that • the market price for Equity Securities may be significantly lower on the
may result from an date of the issue than on the date of the meeting where approval is
issue of Equity sought (i.e. the date of this Meeting); and
Securities under rule • the Equity Securities may be issued at a price that is at a discount to
7.1A.2, including the the market price on the issue date,
risk that:
which may have an effect on the amount of funds raised by the issue of Equity
• the market Securities under the 10% Placement Facility.
price for Equity
Securities in Any issue of Equity Securities under the 10% Placement Facility will dilute the
that class may interests of Shareholders who do not receive any Equity Securities under the
be significantly issue.
lower on the
issue date The table below shows the potential dilution of existing Shareholders
than on the calculated in accordance with the formula outlined in ASX Listing Rule 7.1A.2
date of the on the basis of the market price of Shares (being $0.60 as at close of trade
approval on 18 September 2025 (Issue Price)) and the current number of Shares on
under rule issue as at that date.
7.1A; and
• the Equity The table also shows the voting dilution impact where the number of Shares
Securities may on issue (variable A in the formula) changes and the economic dilution where
be issued at a there are changes in the issue price of Shares issued under the 10%
price that is at Placement Facility.
a discount to
the market Variable 'A' Dilution
price for those
Equity
Securities on
the issue date.
Number of $0.525 $1.05 $2.10
This statement must Shares Issue Price Issue Price Issue Price
be accompanied by a issued at half the at current at double
table describing the and funds current market the current
raised market price market
potential dilution of
under the price price
existing ordinary Additional
security holders on 10%
the basis of at least Placement
three different Capacity
assumed prices and and
values for the variable dilution
"A" in the formula in effect
rule 7.1A.2, including Current Variable 'A' Shares 10,695,000 10,695,000 10,695,000
at least one example 106,950,000 Shares issued
that assumes that "A" Funds $5,614,875 $11,229,750 $22,459,500
raised
is double the number
Dilution 10% 10% 10%
of fully paid ordinary
50% increase in Shares 16,042,500 16,042,500 16,042,500
securities on issue at Current Variable 'A' issued
the time of the 160,425,000 Shares Funds $8,422,313 $16,844,625 $33,689,250
approval under rule raised
7.1A and that the price Dilution 10% 10% 10%
of fully paid ordinary 100% increase in Shares 21,390,000 21,390,000
securities has fallen 21,390,000
Current variable 'A' issued
by at least 50%. 213,900,000 Shares Funds $11,229,750 $22,459,500 $44,919,000
(7.3A.4): raised
Dilution 10% 10% 10%
The table also shows:
• two examples where variable "A" has increased, by 50% and 100%.
Variable "A" is based on the number of Shares the Company has on
issue as at the date of this Notice of Meeting. The number of Shares
on issue may increase as a result of issues of ordinary securities that
do not require Shareholder approval, for example, a pro rata
entitlement offer or future specific placements under ASX Listing Rule
7.1 that are approved at a future Shareholders' meeting; and
• two examples of where the issue price of Shares has decreased by
50% and increased by 100% as against the Issue Price.
The table above has been prepared on the following additional assumptions:
• the Company issues the maximum number of Shares available under
the 10% Placement Facility; and
• the table shows only the effect of issues of Shares under ASX Listing
Rule 7.1A, not under the 15% placement capacity under ASX Listing
Rule 7.1.
Details of the eligible The allottees of the Equity Securities to be issued under the 10% Placement
entity's allocation Facility have not yet been determined. However, the allottees could consist of
policy for issues under current Shareholders or new investors (or both).
rule 7.1A.2 in the 12
months preceding the The identity of the allottees of Equity Securities will be determined on a case-
date of the meeting: by-case basis having regard to a range of factors including:
(a) the total number of • the purpose of the issue;
Equity Securities • the methods of raising funds that are available to the Company,
issued or agreed including but not limited to, a rights issue or other issue in which existing
to be issued under security holders can participate;
rule 7.1A.2 in that • the effect of the issue of the Equity Securities on the control of the
12-month period Company;
and the • the circumstances of the Company, including the financial situation and
percentage they solvency of the Company;
represent of the • the ASX Listing Rules and applicable law;
total number of • prevailing market conditions; and
Equity Securities • advice from corporate, financial and broking advisers (if applicable).
on issue at the
commencement of June 2025 Placement
that 12 month
period; A total of 16,000,000 fully paid ordinary Shares were issued at an issue price
(b) for each such of $0.50 per Share under the capital raising which was announced to ASX on
issue: 12 June 2025 (the June 2025 Placement): 13,642,500 Shares were issued
• the names of under ASX Listing Rule 7.1 and 2,357,500 Shares were issued under ASX
the persons to Listing Rule 7.1A (LR7.1A Placement Shares).
whom the
entity issued The Company issued the Shares under the June 2025 Placement, including
or agreed to the LR7.1A Placement Shares, on 19 June 2025 pursuant to the approval at
issue the the 2024 AGM.
securities or
the basis on The allottees of the LR7.1A Placement Shares were sophisticated and
which those institutional investors who were invited to subscribe for the Shares in the
persons were Placement bookbuild by agreement between the Company and the Lead
identified or Manager of the Placement (Bridge Street Capital Partners Pty Ltd). One
selected; substantial holder of the Company at the time, Mr Robert Keith, was issued
• the number Shares representing 1% or more of the Company's issued capital under the
and class of Placement.
Equity
Securities The issue price of Shares under the June 2025 Placement was $0.50 per
issued or Share. The Offer Price represented a 10.5% premium to the 10-day VWAP of
agreed to be A$0.45 per share, and a 46.5% premium to the 15-day VWAP of A$0.34 per
issued; share.
• the price at
which the A total of $8,000,000 (before costs) was raised under the June 2025
Equity Placement, of which $1,178,750 was raised by the issue of the LR7.1A
Securities Placement Shares.
were issued or
agreed to be The funds from the June 2025 Placement are being deployed towards
issued and the advancing the DFS and near-term mine development activities at the
discount (if Bengwenyama PGM project and contributed towards the costs of an updated
any) that the PFS incorporating a two-stage project development approach with lower up-
issue price front capital costs.
represented to
closing market Exploration and evaluation expenditure over the 3 months ending 30
price on the September 2025 totalled $1,069,000 primarily relating to finalisation of the
date of the Optimised Pre-Feasibility Study and ongoing project project development.
issue or
agreement;
and
• the total cash
consideration
received or to
be received by
the entity, the
amount of that
cash that has
been spent,
what it was
spent on, and
what is the
intended use
for the
remaining
amount of that
cash (if any),
and, if the eligible
entity has agreed
before that 12
month period to
issue any Equity
Securities under
rule 7.1A.2 but as
at the date of the
meeting not yet
issued those
Equity Securities,
a statement giving
all material details
of that agreement
and an
explanation why
the Equity
Securities shave
not yet been
issued (7.3A.6):
If at the time of A voting exclusion statement is included in the Notice of Meeting.
dispatching the notice
the entity is proposing
to make an issue of
Equity Securities
under rule 7.1A.2, a
voting exclusion
statement (7.3A.7)
6.5 Recommendation
Resolution 11 is a special resolution, requiring approval of 75% of the votes cast by
Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a
corporate Shareholder, by a corporate representative) in order to be passed.
The Directors unanimously recommend that Shareholders vote in favour of Resolution 11.
7. RESOLUTION 12 - Approve a Change of Name to Southern Platinum Limited
7.1 Rationale for Change of Name
Section 157(1) of the Corporations Act provides that a company may change its name if the company
passes a special resolution adopting a new name.
Resolution 12 seeks the approval of Shareholders to change the Company name to Southern
Platinum Limited to better reflect the Company's strategic focus on platinum group metals and more
accurately reflect the diversified metals within our portfolio.
The Board believes that the new name will more clearly communicate the diversity of the metal
resources within our project portfolio beyond the unintended pure focus on palladium, which the
current name suggests. Notwithstanding that the new name refers only to "platinum", it is widely
understood that the new name would not suggest a pure focus only on platinum, but would include
all PGMs (platinum group metals). It also believes that the name change will facilitate improved
understanding by the market of the Company's strategy, business and value creation.
If Resolution 12 is passed, the change of name will take effect under the Corporations Act when the
Australian Securities and Investments Commission (ASIC) alters the details of the Company's
registration.
The Board believes that changing the name to Southern Platinum Limited will more clearly identify
the Company as the developer of the highly prospective Platinum Group Metal Bengwenyama
Project located in the world class Bushveld Complex in South Africa.
Once in effect, it is proposed that the Company's ASX listing code will remain unchanged as 'SPD'.
For JSE purposes, the Southern Platinum Limited will remain in the same sector with the same JSE
alpha code 'SDL' and the same ISIN AU0000220808. Historical financial and trading history will also
remain unchanged. Also for JSE systems the long name will be recorded as Southern Platinum Ltd
and the short name will be recorded as SOUTH PLT.
7.2 Recommendation
Resolution 12 is a special resolution, requiring approval of 75% of the votes cast by Shareholders
present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate
Shareholder, by a corporate representative) in order to be passed.
The Directors unanimously recommend that Shareholders vote in favour of Resolution 12.
8. RESOLUTION 13 - Approval of Conditional Placement
8.1 Overview of the Conditional Placement
On 20 October 2025 the Company announced that it had secured firm commitments to raise A$20
million through the issue of 18,181,819 million new fully paid ordinary shares in a two-tranche
placement at an issue price of A$1.10 per share (October 2025 Capital Raise).
The October 2025 Capital Raise is being conducted in two tranches. The first tranche of 6,600,004
shares was made under the Company's existing placement capacity pursuant to ASX Listing Rule
7.1A. The second tranche of 11,581,815 shares is subject to shareholder approval under ASX Listing
Rule 7.1 at the Company's Annual General Meeting (Conditional Placement).
The operation of Listing Rules 7.1 and 7.1A are described at section 5.2 above.
Resolution 13 seeks Shareholder approval for the purposes of Listing Rule 7.1 to permit the
Company to issue 11,581,815 Conditional Placement Shares to sophisticated and professional
investors under the Conditional Placement. This is because the Company did not have the requisite
capacity under Listing Rules 7.1 or 7.1A to issue the Conditional Placement Shares at the time that
it agreed to do so.
Listing Rule 7.2, Exception 17 provides that Listing Rule 7.1 does not apply to an agreement to issue
equity securities that is conditional on the holders of the entity's ordinary securities approving the
issue under Listing Rule 7.1 before the issue is made.
If Resolution 13 is passed, the Company will be able to issue the 11,581,815 Conditional Placement
Shares to participants in the Conditional Placement, thereby raising $12,739,996.50 of proceeds
(before costs).
If Resolution 13 is not passed, the Company will be unable to issue the 11,581,815 Conditional
Placement Shares to participants in the Conditional Placement and the Conditional Placement will
not complete (meaning that the Company will not raise any proceeds from the Conditional
Placement).
For shareholders to approve an issue or agreement to issue equity securities under Listing Rule 7.1,
the notice of meeting must include the matters set out in Listing Rule 7.3.
8.2 Information for the purposes of ASX Listing Rule 7.3
For the purpose of Resolution 13, the following information is provided in relation to the issue
of the Shares under the Placement in accordance with ASX Listing Rule 7.3:
ASX Listing Rule 7.3 Information
requirement
Names of the allottees or basis The allottees of the Conditional Placement Shares were
on which they were identified or sophisticated and institutional investors who were invited
selected (7.3.1): to participate in the Placement bookbuild by agreement
between the Company and Bridge Street Capital Partners
as the sole lead manager for this capital raise. No related
party of the Company, member of the Company's key
management personnel, adviser to the Company or any of
their respective Associates participated in the Placement.
Mr Robert Napier Keith, an existing substantial
Shareholder of the Company, was issued 4,191,290
Shares across both tranches of the capital raise
announced on 20 October 2025 (representing 1% or more
of the Company's issued capital).
The number and class of The number of Conditional Placement Shares to be issued
securities the entity issued or under ASX Listing Rule 7.1 in connection with the
agreed to issue (7.3.2): Conditional Placement is 11,581,815 Shares.
If the securities are not fully The Conditional Placement Shares to be issued under the
paid ordinary securities, a October 2025 Capital Raise will be fully paid ordinary
summary of the material terms shares and rank equally in all respects with the Company's
of the securities (7.3.3): other Shares on issue.
The date or dates on which the Subject to approval of this Resolution 13, the Conditional
securities were or will be Placement Shares are expected to be issued on or
issued. If the securities have around Friday, 5 December 2025. In any event, the
not yet been issued, the date of Conditional Placement Shares will be issued no later than
issue must be no later than 3 3 months after the Annual General Meeting.
months after the date of the
meeting (7.3.4):
The price or other $1.10 per Share.
consideration the entity has
received or will receive for the
issue (7.3.5):
The purpose of the issue, The proceeds from the Placement will be used by the
including the use or intended Company as described in section 8.1 above.
use of any funds raised by the
issue (7.3.6):
If the securities were or will be N/A
issued under an agreement, a
summary of any other material
terms of the agreement (7.5.7):
If the securities are be issued N/A
under, or to fund a reverse
takeover, information about the
reverse takeover (7.3.8):
A voting exclusion statement A voting exclusion statement in relation to Resolution 10
(7.3.9): is included in this Notice.
5.3 Recommendation
The Directors recommend that Shareholders vote in favour of Resolution 13.
Subject to the voting exclusion set out in the Notice of Meeting, the Chairman of the Meeting
intends to vote undirected proxies in favour of Resolution 13.
Glossary
10% Placement Facility has the meaning given in section 6.3 of the Explanatory
Statement.
10% Placement Period has the meaning given in section 6.3 of the Explanatory
Statement.
A$ or $ means the lawful currency of the Commonwealth of Australia.
Auditor means the auditor of the Company, BDO Audit Pty Ltd.
AGM, Annual General Meeting or Meeting means the annual general meeting of
Shareholders, to be held on 28 November 2025 as convened by this Notice of Meeting.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited (ACN 008 624 691), or the financial market operated by it, as the
context requires.
ASX Listing Rules means the listing rules of the ASX.
Associate has the meaning given in the ASX Listing Rules.
Board means the Board of Directors of the Company unless the context indicates
otherwise.
Capital Raise has the meaning given in section 5.1 of the Explanatory Statement.
Chairman means the chairman of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
(a) a spouse or child of the member;
(b) a child of the member's spouse;
(c) a dependent of the member or a member's spouse;
(d) anyone else who is one of the member's family and may be expected to influence the
member, or be influenced by the member, in the member's dealings with the Company;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth).
Constitution means the constitution of the Company, as amended from time to time.
Conditional Placement has the meaning given in section 8 of the Explanatory Statement.
Conditional Placement Shares means the Shares to be issued under the Conditional
Placement.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Equity Securities has the meaning given in the ASX Listing Rules.
Explanatory Statement means this explanatory statement accompanying the Notice of
Meeting.
Employee Incentive means any:
(a) Option or Performance Right granted;
(b) Share(s) issued pursuant to the exercise of an Option or conversion of a Performance
Right; or
(c) Incentive Shares issued,
under the Plan.
JSE means JSE Limited or the financial market operated by it, as the context requires.
Key Management Personnel has the meaning given in the ASX Listing Rules.
Managing Director means the managing director of the Company.
Notice of Meeting or Notice means the notice of Annual General Meeting which
accompanies this Explanatory Statement.
October 2025 Capital Raise has the meaning given in section 8.1 of the Explanatory
Statement.
Offer Price has the meaning given in section 5.1 of the Explanatory Statement.
Performance Rights means rights which are convertible into Shares subject to the
satisfaction of certain performance conditions and the terms and conditions of issue set out
in the Plan.
Placement has the meaning given in section 5 of the Explanatory Statement.
Placement Shares means the Shares to be issued under the Placement.
Plan means the Equity Incentive Plan as referred to in Resolution 3 and Schedule 1 in this
Notice of Meeting.
Proxy Form means the proxy form included in this Notice of Meeting.
Resolution means a resolution contained in this Notice of Meeting.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share in the Company.
Share Registry means Computershare Investor Services Pty Limited.
Southern Palladium or the Company means Southern Palladium Limited ACN 646 391
899.
Trading Day has the meaning given in the ASX Listing Rules.
Schedule 1 – Summary of the Southern Palladium Limited Equity Incentive Plan
The rules of the Plan (Plan Rules or Rules) provide the framework under which the Plan and individual
grants will operate. The key features of the Plan are outlined below.
Term Information
Eligibility: The Board may in its absolute discretion invite employees who it determines
are eligible to participate in the Equity Incentive Plan to apply for Options,
Performance Rights or Incentive Shares under the Equity Incentive Plan on the
terms set out in the Rules and any other terms the Board considers
appropriate.
Vesting conditions / The vesting of Options, Performance Rights or Incentive Shares granted under
performance criteria: the Equity Incentive Plan may be conditional on the satisfaction of time-based,
performance and/or service requirements or conditions as determined by the
Board and advised to the employee in his or her Offer Letter.
Other permitted The Board has the discretion to waive or accelerate vesting conditions in
vesting: respect of a particular Participant.
Exercise of Unless the Board determines otherwise, a Participant must provide the
Performance Rights or Company with a Notice of Exercise Form if the Participant has satisfied any
Options: relevant vesting conditions and wishes to exercise the Performance Rights or
Options.
Exercise Price: To be determined by the Board and advised to the Participant in the Offer
Letter.
Lapse/forfeiture: A Participant's Options and/or Performance Rights shall automatically be
cancelled for no consideration on the earliest to occur of the following:
• subject to clause 15, ten (10) business days after the cessation of
employment, contractual engagement or office of a Participant with the
Company or any member of the Group such that the Participant is no
longer an employee, contractor or officer of any member of the Group or
the Company;
• where clause 16 applies (fraud or dishonest actions);
• if applicable Performance Criteria and/or Vesting Conditions are not
achieved by the relevant time;
• if the Board determines in its reasonable opinion that the applicable
Performance Criteria and/or Vesting Conditions have not been met or
cannot be met prior to the Expiry Date or the end of the Performance
Period (as applicable);
• the Expiry Date;
• where the Board has determined that the Participant has, by any act or
omission, brought the Group into disrepute or acted contrary to the
interests of the Company or the Group;
• the receipt by the Company of notice from the Participant (after a Special
Circumstance has arisen with respect to the Participant) that the
Participant has elected to surrender the Employee Incentives; or
• any other circumstances specified in any Offer Letter pursuant to which the
Employee Incentives were issued.
An Offer of Options, Performance Rights and/or Incentive Shares can lapse
before any of the securities detailed in such Offers are issued in the absolute
discretion of the Board.
If the Participant is a Good Leaver:
• all vested Options which have not been exercised in accordance with the
Rules will continue in force and remain exercisable for 90 days after the
date the Participant becomes a Good Leaver, unless the Board determines
otherwise in its sole and absolute discretion, after which the Options will
lapse; and
• the Board may at any time in its sole and absolute discretion (subject to the
Corporations Act and ASX Listing Rules), do one or more of the following:
o permit some or all uninvested Employee Incentives held by the
Good Leaver to vest;
o permit such unvested Employee Incentives held by the Good
Leaver or his or her nominee(s) to continue to be held by the
applicable holder, with the Board having the discretion to amend
the vesting criteria (including any Offer Conditions, Performance
Criteria or Vesting Conditions) or reduce the exercise period of
such unvested Employee Incentives; or
o determine that the unvested Employee Incentives will lapse.
Where a person is a Good Leaver due to a Special Circumstance, the
Nominated Beneficiary shall be entitled to benefit from any exercise of the
above discretionary powers by the Board.
Where a Participant who holds Employee Incentives becomes a Bad Leaver:
• unless the Board determines otherwise, in its sole and absolute discretion,
all vested and unvested Employee Incentives will lapse; and
• the Board may determine to exercise the right to buy back any Shares
issued upon exercise of an Option or conversion of a Performance Rights
in accordance with clause 17.
Restrictions on The Board may at any time request that the Company's Share Registry to
transfer: impose a holding lock on any Employee Incentives issued pursuant to this Plan
where the Board determines or reasonably believes (in its absolute discretion)
that a Participant (or a Former Participant while they were employed by the
Company or a member of the Group) has or may breach these Rules.
Rights attached to Any Shares allotted, issued or transferred by the Company to a Participant
Shares: under the Plan will rank equally with all existing Shares on and from the date of
allotment, issue or transfer in respect of all rights, bonus issues and dividends
which have a record date for determining entitlements on or after the date of
allotment, issue, or transfer of those Shares.
Redemption of The Board may in its absolute discretion redeem or cancel:
Options / Performance
Rights: • any Unvested Options or Performance Rights which have not vested held
by a Participant with the consent of that Participant; and
• any Vested Options or vested Performance rights held by a Participant with
the consent of that Participant.
Adjustments: If the Company makes any new issue of securities or alterations to its capital
by way of a rights issue, bonus issue or other distribution of capital, reduction
of capital or reconstruction of capital then the Board may make adjustments to
the rights attaching to those Shares, Performance Rights or Options on any
basis it deems fit in its discretion.
Limits on Performance Unless otherwise determined by the Board in its sole and absolute discretion
Rights issued: (but subject to clause 3), the Board may make any number of issues to Eligible
Employees, as set out in any Offer, notwithstanding that an issue or issues
may have been previously made to any Eligible Employee.
Indeterminate Rights: The Board may, in its absolute discretion, issue Indeterminate Rights (as
defined in section 83A-340 of the Income Tax Assessment Act 1997 (Cth)) to
an Eligible Employee.
The Board must specify in any Offer Letter whether Options or Performance
Rights are to be treated as Indeterminate Rights.
The terms attaching to any Indeterminate Rights issued under these Rules
must be specified in the Offer Letter issued to the Eligible Employee.
If the Board issues Indeterminate Rights to an Eligible Employee under these
Rules:
• unless otherwise specified in the Eligible Employee's Offer Letter, these
Rules shall apply to the Indeterminate Rights such that any reference to
'Option' or 'Performance Right' (as applicable) shall be taken to include
'Indeterminate Right' and with any other amendments as may be
necessary to ensure these Rules apply to the Indeterminate Rights in
substantially the same way; and
• the Board may satisfy the Indeterminate Rights by, at the Board's election:
o paying an amount of cash to the Eligible Employee; and/or
o issuing a number of Shares under the Plan to the Eligible
Employee.
• The applicable Eligible Employee has no discretion as to how the
Indeterminate Rights are to be satisfied.
• Unless the Board determines otherwise, any cash payment made in
respect of Indeterminate Rights is inclusive of superannuation that applies
in respect of the payment (if any).
Suspension or Subject to clause 23.2, the Board may at any time terminate or amend the Plan
termination: or suspend the operation of the Plan for such period or periods as it thinks fit.
In passing a resolution to terminate, amend or suspend the operation of the
Plan, the Board must consider and endeavour to ensure that there is fair and
equitable treatment of all Participants.
Schedule 2 –Terms of Issue of the Performance Right (Resolutions 4-5)
Note that Resolutions 4 and 5, and this schedule, relate to Performance Rights in respect of Mr
Roger Baxter as Executive Chairman and Mr Johan Odendaal as Managing Director, and not to the
Non-Executive Directors.
The proposed issue of Performance Rights is designed to incentivise Messrs Baxter and Odendaal
to transition the Company as efficiently as possible from its current state to commencement of mine
construction.
1. Unless specified in the terms of an offer under the Plan, no amount is payable for a grant of
Performance Rights.
2. Each Performance Right shall carry the right in favour of a Performance Right holder to
subscribe for one fully paid ordinary Share in the capital of the Company subject to the
Performance Rights vesting.
3. Each Performance Right expires and will automatically lapse at 5.00 pm (Sydney, New South
Wales time) on the date being 2 years after the date on which such Performance Right vested,
subject to earlier expiration, lapse or cancellation in accordance with the terms of the Plan.
4. Performance Rights shall vest subject to the satisfaction of Milestone Performance Conditions
and service conditions as set out below, contingent on continued service as a Director of the
Company:
Milestone Performance Conditions Percentage of Performance
Rights to Vest upon
satisfaction of Milestone
Performance Conditions
Independent Peer and Board approval of Definitive Feasibility 10%
Study
Obtain all permits, licenses and approvals needed for Stage 15%
1 construction
Concentrate/ Offtake(s) / strategic prepay on value terms as 15%
required for Stage 1
Stage 1 Financing package secured (debt/equity/partner) 15%
Stage 1 Final Investment Decision (FID) 15%
Decline constructed to UG2 orebody 15%
Stage 1 Construction — commencement and early progress 15%
The Performance Rights will be subject to safety and ESG modifiers as determined by the
Board.
Following each vesting, Directors have a two-year exercise window to exercise their
Performance Rights into ordinary shares.
5. Performance Rights may only be exercised if permitted by the Plan and on the terms of issue.
Performance Rights cannot be exercised unless vested in accordance with the terms of issue.
6. The exercise price of each Performance Right shall be nil as specified in the terms of issue of
that Performance Right.
7. Performance Rights shall be exercisable by the delivery to the registered office of the Company
of a notice in writing stating the intention of the Performance Right holder to exercise all or a
specified number of Performance Rights, accompanied by the relevant Performance Right
certificate (if any).
8. An exercise of only some Performance Rights shall not affect the rights of the Performance
Right holder for the balance of the Performance Rights held by him or her.
9. If a Performance Right is exercised in accordance with this Plan and its terms of issue, the
Company shall issue the resultant Share and deliver notification of shareholding within ten (10)
business days of the exercise of a Performance Right or such longer time as may be
determined by the Board and as permitted under the listing rules of ASX (if applicable) and the
Constitution.
10. Shares issued pursuant to the exercise of Performance Rights shall rank equally with existing
Shares of the Company in all respects from the date of issue of the Share. If admitted to the
official list of ASX at the time of issue of the Share, the Company will apply for official quotation
by ASX of the Shares issued upon exercise of a Performance Right, subject to any restriction
obligations imposed by ASX.
11. Performance Rights may not be transferred, assigned or otherwise dealt with except in
accordance with the Plan.
12. The Company is not bound to recognise any transfer or assignment of Performance Rights
unless made in accordance with the Plan and then only if a copy of the duly executed
instrument of assignment or transfer is lodged with the Company.
13. Holders of Performance Rights which have vested will be permitted to participate in any new
pro-rata issue of securities of the Company subject to the prior exercise of the Performance
Right and any restriction obligations.
14. If the Company makes a bonus issue of Shares or other securities to shareholders (except an
issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued
in respect of a Performance Right before the record date for determining entitlements to the
issue, then the number of underlying Shares over which the Performance Right is exercisable
is increased by the number of Shares which the Performance Right holder would have received
if the Performance Right holder had exercised the Performance Right before the record date
for determining entitlements to the issue, in accordance with the Listing Rules.
15. If there is a reorganisation (including consolidation, sub-division, reduction or return) of the
share capital of the Company, then the rights of the Performance Right holder (including the
number of Performance Rights to which each Performance Right holder is entitled) is changed
to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital
at the time of the reorganisation.
16. Any calculations or adjustments which are required to be made under these Performance Right
Terms of Issue will be made by the Board and will, in the absence of manifest error, be final
and conclusive and binding on the Company and the Performance Right holder.
17. The Company must within a reasonable period give to each Performance Right holder notice
of any change under paragraphs 14 to 16 (inclusive) the number of Shares for which the
Performance Right holder is entitled to subscribe on exercise of the Performance Rights.
18. The Performance Rights will not give any right to participate in dividends until Shares are
issued pursuant to the exercise of the relevant Performance Rights.
19. Performance Rights issued under the Plan do not confer upon the holder a right to receive
notices of general meetings (except as may be required by law), nor any right to attend, speak
at or vote at general meetings of the Company.
20. A Performance Right holder must only exercise a minimum of 100,000 Performance Rights,
and thereafter in multiples of 50,000, unless a Performance Right holder exercises all of its
Performance Rights.
21. These Performance Right Terms of Issue and the rights and obligations of Performance Right
holders are governed by the laws of New South Wales. Each Performance Right holder
irrevocably and unconditionally submits to the non exclusive jurisdiction of the courts of New
South Wales and the Federal Court of Australia and any courts that may hear appeals from
those courts about any proceedings in connection with these Performance Rights.
Schedule 3 –Terms of Issue of the Zero Exercise Price Options (ZEPO/s)
(Resolutions 6-9)
Note that Resolutions 6 to 9, and this schedule, relate to ZEPOs in respect of the Non-Executive
Directors.
The proposed issue of ZEPOs is designed to incentivise the Non-Executive Directors to oversee and
assist in the efficient transition of the Company from its current state to commencement of mine
construction, without imposing performance criteria that could be perceived to impede their
independence. As such, the proposed ZEPOs are in lieu of a portion of cash Director's fees, subject
to continued service over the forthcoming three years.
1. Unless specified in the terms of an offer under the Plan, no amount is payable for a grant of
ZEPOs.
2. Each ZEPO shall carry the right in favour of an ZEPO holder to subscribe for one fully paid
ordinary Share in the capital of the Company.
3. Each ZEPO expires and will automatically lapse at 5.00 pm (Sydney, New South Wales time)
on the date being 2 years after the date on which such ZEPO vested, subject to earlier
expiration, lapse or cancellation in accordance with the terms of the Plan.
4. One twelfth of the ZEPOs granted shall vest each quarter over three years, contingent solely
on continued service as a Director of the Company. Following each vesting, Directors have a
two-year exercise window to exercise their ZEPOs into ordinary shares
5. ZEPOs may only be exercised if permitted by the Plan and on the terms of issue. ZEPOs
cannot be exercised unless vested in accordance with the terms of issue.
6. The exercise price of each ZEPO shall be nil as specified in the terms of issue of that ZEPO.
7. ZEPOs shall be exercisable by the delivery to the registered office of the Company of a notice
in writing stating the intention of the ZEPO holder to exercise all or a specified number of
ZEPOs, accompanied by the relevant ZEPO certificate (if any).
8. An exercise of only some ZEPOs shall not affect the rights of the ZEPO holder for the balance
of the ZEPOs held by him or her.
9. If a ZEPO is exercised in accordance with this Plan and its terms of issue, the Company shall
issue the resultant Share and deliver notification of shareholding within ten (10) business days
of the exercise of a ZEPO or such longer time as may be determined by the Board and as
permitted under the listing rules of ASX (if applicable) and the Constitution.
10. Shares issued pursuant to the exercise of ZEPOs shall rank equally with existing Shares of
the Company in all respects from the date of issue of the Share. If admitted to the official list
of ASX at the time of issue of the Share, the Company will apply for official quotation by ASX
of the Shares issued upon exercise of an Option, subject to any restriction obligations imposed
by ASX.
11. ZEPOs may not be transferred, assigned or otherwise dealt with except in accordance with the
Plan.
12. The Company is not bound to recognise any transfer or assignment of ZEPOs unless made in
accordance with the Plan and then only if a copy of the duly executed instrument of assignment
or transfer is lodged with the Company.
13. Holders of ZEPOs which have vested will be permitted to participate in any new pro-rata issue
of securities of the Company subject to the prior exercise of the Options and any restriction
obligations.
14. If the Company makes a bonus issue of Shares or other securities to shareholders (except an
issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued
in respect of a ZEPO before the record date for determining entitlements to the issue, then the
number of underlying Shares over which the ZEPO is exercisable is increased by the number
of Shares which the ZEPO holder would have received if the ZEPO holder had exercised the
ZEPO before the record date for determining entitlements to the issue, in accordance with the
Listing Rules.
15. If there is a reorganisation (including consolidation, sub-division, reduction or return) of the
share capital of the Company, then the rights of the ZEPO holder (including the number of
ZEPOs to which each ZEPO holder is entitled) is changed to the extent necessary to comply
with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
16. Any calculations or adjustments which are required to be made under these ZEPO Terms of
Issue will be made by the Board and will, in the absence of manifest error, be final and
conclusive and binding on the Company and the ZEPO holder.
17. The Company must within a reasonable period give to each ZEPO holder notice of any change
under paragraphs 14 to 16 (inclusive) the number of Shares for which the ZEPO holder is
entitled to subscribe on exercise of the ZEPOs.
18. The ZEPOs will not give any right to participate in dividends until Shares are issued pursuant
to the exercise of the relevant ZEPOs.
19. ZEPOs issued under the Plan do not confer upon the holder a right to receive notices of general
meetings (except as may be required by law), nor any right to attend, speak at or vote at
general meetings of the Company.
20. An ZEPO holder must only exercise a minimum of 100,000 ZEPOs, and thereafter in multiples
of 50,000, unless an ZEPO holder exercises all of its ZEPOs.
21. These ZEPO Terms of Issue and the rights and obligations of ZEPO holders are governed by
the laws of New South Wales. Each ZEPO holder irrevocably and unconditionally submits to
the non exclusive jurisdiction of the courts of New South Wales and the Federal Court of
Australia and any courts that may hear appeals from those courts about any proceedings in
connection with these ZEPOs.
Date: 27-10-2025 11:05:00
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