Announcement PDF Carbonxt Group Limited ACN 097 247 464 Notice of Annual General Meeting Date: 9 November 2026 Time: 11.00am (AEDT) Place: The Meeting will be held in person at Level 37, 180 George Street, Sydney NSW 2000 This Notice of Meeting is dated 9 October 2026 This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors prior to voting. For all enquiries regarding this Notice of Meeting, your holding of Shares, change of address or other registry matters, please contact Boardroom on 1300 737 760 (for callers within Australia) and +61 2 9290 9600 (for callers outside Australia). P a g e | 2 Table of Contents 1 Chairman's Letter 3 2 Notice of Meeting 4 3 Explanatory Statement 14 4 Glossary 44 5 Annexure A: Employee Option Plan Key Terms 45 6 Annexure B: Convertible Note terms 45 7 Annexure C: Option Terms 46 8 Annexure D: Proportional Takeover Provision Clauses 46 Error! Reference source not found. Annexure E: Independent Expert’s Report 47 NOTE: Capitalised terms used in this document are defined in the Glossary (Section 4). Key Dates (AEDT) Due date of lodgement of Proxy Forms 7 November 2026 Date of AGM 9 November 2026 Corporate Directory Directors Matthew Driscoll Warren Murphy Nicholas Andrews Company Secretary Laura Newell Registered Office C/- Source Governance Level 37, 180 George Street SYDNEY, NSW 2000 www.cglimited.com.au Share Registry Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001 Tel: 1300 737 760 Fax: +61 2 9290 9655 www.boardroomlimited.com.au Auditor Ernst & Young 680 George Street SYDNEY NSW 2000 Tel: +61 2 9248 5555 Fax: +61 2 9248 5199 www.ey.com/au Australian Legal Adviser Thomsons Level 14 60 Martin Place SYDNEY NSW 2000 Tel: +61 2 8248 5800 Fax: +61 2 8248 5899 www.thomsons.com.au P a g e | 3 1 Chairman's Letter Dear Shareholder, I am pleased to invite you to attend the 2026 Annual General Meeting (AGM) of Carbonxt Group Limited, which will be held at the following time and place: Date 9 November 2026 Time 11.00am (AEDT) Place The AGM will be held in person at Level 37, 180 George Street, Sydney NSW 2000. The business to be considered at the AGM is provided in Section 2 of this Notice of Meeting. An Explanatory Statement in relation to each of the proposed Resolutions is provided in Section 3 of this Notice of Meeting. Shareholders can vote by proxy by completing the enclosed Proxy Form and returning it in person, by fax or in the envelope provided. Instructions on how to appoint a proxy are detailed on the Proxy Form. Proxies must be received no later than 11.00am (AEDT) on 7 November 2026 to be valid for the AGM. Please read the Notice of Meeting and accompanying Explanatory Statement carefully before deciding how to vote. For all enquiries regarding this Notice of Meeting, your holding of Shares, change of address or other registry matters, please contact Boardroom on 1300 737 760 (for callers within Australia) and +61 2 9290 9600 (for callers outside Australia). Yours faithfully, By Order of the Board Matthew Driscoll Chairman P a g e | 4 2 Notice of Meeting Notice is hereby given that the 2026 Annual General Meeting of Carbonxt Group Limited (the Company) will be held in person at Level 37, 180 George Street, Sydney NSW 2000 on 9 November 2026 at 11.00am (AEDT) (Meeting). The Explanatory Statement to this Notice provides additional information on the matters to be considered at the AGM. The Explanatory Statement and the Proxy Form are part of this Notice. The Notice (including the Explanatory Statement and all annexures) should be read in its entirety. 2.1 Agenda items ORDINARY BUSINESS Item 1 - Financial Statements and Reports for the Year Ended 30 June 2026 To consider and receive the reports of the Directors and Auditor and the financial statements for the year ended 30 June 2026. Note: there is no requirement for Shareholders to approve the financial statements and reports. Resolution 1 – Adoption of the Remuneration Report To consider and, if thought fit, to pass the following Resolution as an advisory resolution: “That the Company adopt the Remuneration Report for the year ended 30 June 2026, as set out in the 2026 Annual Report, in accordance with Section 250R(2) of the Corporations Act.” Note: This Resolution is advisory only and does not bind the Company or the Directors. Voting Exclusion Statement: In accordance with sections 250BD(1) and 250R(4) of the Corporations Act, the Company will disregard any vote cast on Resolution 1: • by or on behalf of a member of the Company's key management personnel (KMP) named in the Company's Remuneration Report for the year ended 30 June 2026, or their closely related parties, regardless of the capacity in which the vote is cast; or • as a proxy by a person who is a member of the Company's KMP at the date of the AGM or their closely related parties, unless the vote is cast as proxy for a person who is entitled to vote on Resolution 1: • in accordance with a direction as to how to vote on the Proxy Form; or • by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Company's KMP. If the Chairman of the Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the Chairman will vote any proxies which do not indicate on their Proxy Form the way the Chairman must vote, in favour of Resolution 1. Resolution 2 – Re-election of Director – Mr Matthew Driscoll To consider, and if thought fit, to pass the following Resolution as an ordinary resolution: “That Mr Matthew Driscoll, who retires in accordance with clause 42.1 of the Constitution and, being eligible for re-election, be re-elected as a Director.” P a g e | 5 Resolution 3 – Re-election of Director – Mr Nicholas Andrews To consider, and if thought fit, to pass the following Resolution as an ordinary resolution: “That Mr Nicholas Andrews, who retires in accordance with clause 42.1 of the Constitution and, being eligible for re-election, be re-elected as a Director.” Resolution 4 – Renewal of the Employee Option Plan To consider, and if thought fit, to pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.2 (exception 13) and for all other purposes, Shareholders approve the adoption of the Employee Option Plan, and any issue of any securities under the Plan within three years from the date of this Resolution as an exception to Listing Rule 7.1, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of any Shareholders who are eligible to participate in the Employee Option Plan, or any associates of those persons. However, this does not apply to 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 the directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chairman 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 Chairman to vote on the Resolution as the Chairman 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: o 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 o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolutions 5a - c – Approval of Issue of Related Party Options to Directors To consider, and if thought fit, to pass the following Resolutions as ordinary resolutions: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of: a) 17,000,000 Options to Warren Murphy (or his nominee) (WM Options); b) 7,500,000 Options to Matthew Driscoll (or his nominee) (MD Options); and c) 6,000,000 Options to Nicholas Andrews (or his nominee) (NA Options), on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: Resolution 5a - The Company will disregard any votes cast in favour of the Resolution by or on behalf of Warren Murphy and any other person who will obtain a material benefit as a result of the proposed issue of WM Options and their associates (except a benefit solely by reason of being a holder of Shares). Resolution 5b - The Company will disregard any votes cast in favour of the Resolution by or on behalf of Matthew Driscoll and any other person who will obtain a material benefit as a result of the proposed issue of MD Options and their associates (except a benefit solely by reason of being a holder of Shares). Resolution 5c - The Company will disregard any votes cast in favour of the Resolution by or on behalf of Nicholas Andrews and any other person who will obtain a material benefit as a result of the proposed issue of NA Options and their associates (except a benefit solely by reason of being a holder of Shares). However, with respect to Resolutions 5a – 5c inclusive, the Company need not disregard a vote cast in favour of the Resolutions by: P a g e | 6 • a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; • the Chairman as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with the direction given to the Chairman to vote on the resolution as the Chairman 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: o 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 Resolutions; and o the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 6 – Ratification of January 2026 Share Issue To consider, and if thought fit, to pass the following Resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 6,666,667 fully paid ordinary shares at an issue price of $0.09 per Share, issued on 6 January 2026 (January Shares), as further described in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of any Shareholders who participated in issue of the January Shares, or any associates of those persons. However, this does not apply to 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 the directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chairman 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 Chairman to vote on the Resolution as the Chairman 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: o 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 o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolutions 7a-c – Ratification of prior issue of Phelbe Convertible Notes To consider, and if thought fit, to pass the following Resolutions as ordinary resolutions: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of: a) 500,000 Convertible Notes issued on 25 February 2026 (February Convertible Notes); b) 750,000 Convertible Notes issued on 16 April 2026 (April Convertible Notes), and c) 2,000,000 Convertible Notes issued on 6 July 2026 (July Convertible Notes), in the Company to Phelbe on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statements: Resolution 7a The Company will disregard any votes cast in favour of the Resolution by or on behalf of Phelbe who participated in the issue of the February Convertible Notes, or any associates of those persons. Resolution 7b - The Company will disregard any votes cast in favour of the Resolution by or on behalf of Phelbe who participated in the issue of the April Convertible Notes, or any associates of those persons. Resolution 7c - The Company will disregard any votes cast in favour of the Resolution by or on behalf of Phelbe who participated in the issue of the July Convertible Notes, or any associates of those persons. P a g e | 7 However, with respect to Resolutions 7a – 7c inclusive, the Company need not disregard a vote cast in favour of the Resolutions by: • a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with the directions given to the proxy or attorney to vote on the Resolutions in that way; or • the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chairman to vote on the Resolutions as the Chairman 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: o 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 Resolutions; and o the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. Resolutions 8a-c – Ratification of prior issue of Phelbe Options To consider, and if thought fit, to pass the following Resolutions as ordinary resolutions: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of: a) 1,666,667 Options issued on 25 February 2026 in connection with the Company’s February Convertible Notes (February Options); b) 2,500,000 Options issued on 16 April 2026 in connection with the Company’s April Convertible Notes (April Options); and c) 10,000,000 Options issued on 6 July 2026 in connection with the Company’s July Convertible Notes (July Options), in the Company to Phelbe on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statements: Resolution 8a - The Company will disregard any votes cast in favour of the Resolution by or on behalf of Phelbe who participated in the issue of the February Options, or any associates of those persons. Resolution 8b - The Company will disregard any votes cast in favour of the Resolution by or on behalf of Phelbe who participated in the issue of the April Options, or any associates of those persons. Resolution 8c - The Company will disregard any votes cast in favour of the Resolution by or on behalf of Phelbe who participated in the issue of the July Options, or any associates of those persons. However, with respect to Resolutions 8a – 8c inclusive, the Company need not disregard a vote cast in favour of the Resolutions by: • a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with the directions given to the proxy or attorney to vote on the Resolutions in that way; or • the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chairman to vote on the Resolutions as the Chairman 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: o 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 Resolutions; and o the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 9 – Ratification of prior issue of Pure Convertible Notes 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 1,000,000 Convertible Notes issued on 6 July 2026 (Pure Convertible Notes) in the Company to Pure on the terms and conditions set out in the Explanatory Statement.” P a g e | 8 Voting Exclusion Statements: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Pure who participated in the issue of the Pure Convertible Notes, or any associates of those persons. However, with respect to this Resolution, the Company need not disregard a vote cast in favour of the Resolutions by: • a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with the directions given to the proxy or attorney to vote on the Resolutions in that way; or • the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chairman to vote on the Resolutions as the Chairman 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: o 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 Resolutions; and o the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 10 – Approval of additional 10% Placement Capacity 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 issue of equity securities up to 10% of the fully paid ordinary issued capital of the Company (at the issue date or the date of agreement to issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour 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 of equity securities under the increased placement capacity under ASX Listing Rule 7.1A, or any associate of those persons, except as a benefit solely in the capacity of a holder of Shares, if this Resolution is passed. However, this does not apply to 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 Chairman 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 Chairman to vote on the Resolution as the Chairman 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: o 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 o The holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Note: In accordance with ASX Listing Rule 14.11.1 and the relevant note under that rule concerning Listing Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no Shareholders are currently excluded from voting. Resolution 11 – Renewal of Proportional Takeover Provisions To consider, and if thought fit, to pass the following Resolution as a special resolution: “That, with effect from the close of the Meeting and in accordance with section 648G of the Corporations Act, the Proportional Takeover Provisions set out in clause 21 of the Constitution, be renewed for a period of three years.” P a g e | 9 SPECIAL BUSINESS Resolutions 12a-c - Approval of amendments to Option terms To consider, and if thought fit, to pass the following Resolutions as ordinary resolutions: “That, subject to ASX granting the Company a waiver from Listing Rule 6.23.3 on terms acceptable to the Company, for the purposes of ASX Listing Rule 6.23.4 and for all other purposes, Shareholders approve an amendment to the terms of all Options of the class: a) Unlisted Options Expiring 28 November 2027, exercise price $0.10 (ASX:CG1AZ) b) Unlisted Options Expiring 25 February 2028, exercise price $0.10 (ASX:CG1AA) c) Unlisted Options Expiring 16 April 2029, exercise price $0.10 (ASX:CG1AB) on issue to provide for a 10% per annum early-exercise incentive discount to the exercise price, calculated from the date of approval by Shareholders and accruing to the maturity date of each class of Option, as further described in the Explanatory Statement accompanying this Notice of Meeting, with such discount to lapse and Option exercise prices to revert to their original terms on and from 31 December 2026 (or the date of exercise, if earlier).” Voting Exclusion Statement: Resolution 12a - The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who holds CG1AZ Options that are the subject of this Resolution, or any of their associates. Resolution 12b - The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who holds CG1AA Options that are the subject of this Resolution, or any of their associates. Resolution 12c - The Company will disregard any votes cast in favour of the Resolution by or on behalf of any person who holds CG1AB Options that are the subject of this Resolution, or any of their associates. However, this does not apply to a vote cast in favour of the Resolutions by: • a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolutions in that way; or • the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with a direction given to the Chairman to vote on the Resolutions as the Chairman 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: o 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 Resolutions; and o the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 13a-c – Approval of an issue of Shares to Directors To consider, and if thought fit, to pass the following Resolutions as ordinary resolutions: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of: (a) Shares to the value of $100,000 to Warren Murphy (or his nominee) (WM Shares) (b) Shares to the value of $100,000 to Matthew Driscoll (or his nominee) (MD Shares) (c) Shares to the value of $100,000 to Nicholas Andrews (or his nominee) (NA Shares) on such terms and conditions as set out in the Explanatory Statement.” Voting Exclusion Statement: Resolution 13a - The Company will disregard any votes cast in favour of the Resolution by or on behalf of Warren Murphy and any other person who will obtain a material benefit as a result of the proposed issue of the WM Shares and their associates (except a benefit solely by reason of being a holder of Shares). P a g e | 10 Resolution 13b - The Company will disregard any votes cast in favour of the Resolution by or on behalf of Matthew Driscoll and any other person who will obtain a material benefit as a result of the proposed issue of the MD Shares and their associates (except a benefit solely by reason of being a holder of Shares). Resolution 13c - The Company will disregard any votes cast in favour of the Resolution by or on behalf of Nicholas Andrews and any other person who will obtain a material benefit as a result of the proposed issue of the NA Shares and their associates (except a benefit solely by reason of being a holder of Shares). However, with respect to Resolutions 13a – 13c inclusive, the Company need not disregard a vote cast in favour of the Resolutions by: • a person as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; • the Chairman as proxy or attorney for a person who is entitled to vote on the Resolutions, in accordance with the direction given to the Chairman to vote on the resolution as the Chairman 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: o 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 Resolutions; and the holder votes on the Resolutions in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 14 – Approval of an issue of Convertible Notes To consider, and if thought fit, to pass the following Resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 500,000 Convertible Notes to Pure on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Pure, or any of its associates. However, this does not apply to 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 the directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chairman 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 Chairman to vote on the Resolution as the Chairman 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: o 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 o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 15 – Approval of an issue of Options To consider, and if thought fit, to pass the following Resolution as an ordinary resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 7,500,000 Options to Pure, on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Pure, or any of its associates. However, this does not apply to 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 the directions given to the proxy or attorney to vote on the Resolution in that way; or • the Chairman 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 Chairman to vote on the Resolution as the Chairman decides: or P a g e | 11 • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 16 - Approval Under Section 611 Item 7 of the Corporations Act To consider, and if thought fit, to pass the following Resolution as an ordinary resolution: “That, for the purposes of item 7 of section 611 of the Corporations Act and for all other purposes, Shareholders approve Phelbe Pty Ltd acquiring a relevant interest in the ordinary shares of the Company such that Phelbe Pty Ltd's voting power in the Company may increase from approximately 12.3% to a maximum of 29.6%, arising from Phelbe Pty Ltd converting its remaining Convertible Notes into ordinary shares and exercising its remaining Options (as discounted pursuant to Resolutions 12a-c, if applicable), on the terms and c