Announcement PDF ASX RELEASE 3 November 2023 Dear Shareholders 2023 ANNUAL GENERAL MEETING The Company’s annual general meeting is scheduled to be held at the offices of RSM Australia, Floor 21, 55 Collins Street, Melbourne, 3000, and as a virtual meeting on Wednesday, 29 November 2023 at 9:00am (AEDST) (Meeting). Following the recent Entitlement offer and Placement, the Company has issued an Addendum to the Notice of Meeting. In accordance with new provisions under the Corporations Act, the Company will not be sending hard copies of the Addendum to the Notice of Meeting to shareholders unless a shareholder has previously requested a hard copy. The Notice of Meeting and the Addendum to the Notice of Meeting can be viewed and downloaded from https://paradigmbiopharma.com/performance-progress/ Please also refer to the Online Meeting Guide attached to the Notice of Meeting for details on how to participate in the Meeting. The Company strongly encourages Shareholders to lodge a directed proxy form prior to the meeting. Questions should also be submitted in advance of the Meeting as this will provide management with the best opportunity to prepare for the Meeting, for example by preparing answers in advance to Shareholders questions. However, votes and questions may also be submitted during the Meeting. Further details of how to participate in the Meeting are set out in the Online Meeting Guide. Please find below links to important Meeting documents: Notice of Meeting, Addendum to Notice of Meeting and Explanatory Memorandum: https://paradigmbiopharma.com/performance-progress/ Online Meeting platform: https://www.automicgroup.com.au/virtual-agms/ Alternatively, a complete copy of the important Meeting documents has been posted on the Company’s ASX market announcements page. If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the important Meeting documents. In order to receive electronic communications from the Company in the future, please update your Shareholder details online at www.investor.automic.com.au/#/home and log in with your unique shareholder identification number and postcode (or country for Paradigm Biopharmaceuticals Ltd | ABN: 94 169 346 963 Level 15, 500 Collins St, Melbourne, VIC, 3000, AUSTRALIA overseas residents), where you can find on your enclosed personalised proxy form. Once logged in you can also lodge your proxy vote online by clicking on the “Vote” tab. If you are unable to access any of the important Meeting documents online, please contact the Company Secretary, Abby Macnish Niven, on +61 8 6382 1805 or via email at amacnish@paradigmbiopharma.com The Company will notify Shareholders via the Company’s website at https://paradigmbiopharma.com and the Company’s ASX Announcement Platform at asx.com.au (ASX:PAR) if changing circumstances impact the planning or arrangements for the Meeting. This announcement is authorised for market release by the Board of Paradigm Biopharmaceuticals Limited. Sincerely, Abby Macnish Niven Company Secretary PARADIGM BIOPHARMACEUTICALS LIMITED ACN 086 778 476 ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING Paradigm Biopharmaceuticals Limited (ACN 086 778 476) (Company) gives notice to Shareholders that in relation to the Notice of Annual General Meeting dated 25 October 2023 (Notice) in respect of the Company’s annual general meeting of members to be held at 9:00am (AEST) on Wednesday, 29 November 2023 at the offices of RSM Australia, Floor 21, 55 Collins Street, Melbourne, 3000 and via Virtual Meeting Facility (Meeting), the Directors have resolved to include new Resolutions 8, 9 and 10 on the terms set out in this Addendum (Additional Resolutions), Sections 8 to 11 and Schedule 4 of the Explanatory Statement on the terms set out in this Addendum Capitalised terms in this Addendum have the same meaning as given in the Notice except as otherwise defined. This Addendum is supplemental to the Notice and should be read in conjunction with the Notice. Apart from the amendments set out below, all Resolutions and the Explanatory Statement in the original Notice remain unchanged. Replacement Proxy Form Annexed to this Addendum is a replacement Proxy Form (Replacement Proxy Form). To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, Shareholders are advised that: (a) If you have already completed and returned the Proxy Form annexed with the Notice (Original Proxy Form) and you wish to change your original vote for Resolutions 1 to 7 or cast votes for the Additional Resolutions, you must complete and return the Replacement Proxy Form. (b) If you have already completed and returned the Original Proxy Form and you do not wish to change your original vote for Resolutions 1 to 7 or vote on the Additional Resolutions, you do not need to take any action as the earlier submitted Original Proxy Form will be accepted by the Company for Resolutions 1 to 7 unless you submit a Replacement Proxy Form. For the sake of clarity, the Company notes that if you do not lodge a Replacement Proxy Form, you will not have cast a vote on the Additional Resolutions. (c) If you have not yet completed and returned a Proxy Form and you wish to vote on the Resolutions in the Notice as supplemented by the Addendum, please complete and return the Replacement Proxy Form. Enquiries Shareholders are requested to contact the Company Secretary, Abby Macnish Niven, on +61 8 6382 1805 or via email at amacnish@paradigmbiopharma.com if they have any queries in respect of the matters set out in these documents. SUPPLEMENTARY BUSINESS OF THE MEETING The agenda of the Notice is amended by including the following Resolutions: 1. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 41,860,466 Shares on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 2. RESOLUTION 9 – APPROVAL TO ISSUE ATTACHING OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue three Options for every four Shares issued under the Placement on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 3. RESOLUTION 10 – APPROVAL TO ISSUE SUB-UNDERWRITER OPTIONS To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 10,012,031 Options on the terms and conditions set out in the Explanatory Statement.” A voting exclusion statement applies to this Resolution. Please see below. 5884-02/3319083_4 1 Voting Exclusion Statements In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the resolution set out below by or on behalf of the following persons: Resolution 8 – Ratification of prior issue of Placement Shares Resolution 9 – Approval to issue Attaching Options Resolution 10 – Approval to issue Sub-Underwriter Options The Placement Participants or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons. The Placement Participants or any other 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 an associate of that person (or those persons). The Sub-Underwriters or any other 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 an associate of that person (or those persons). However, this does not apply to a vote cast in favour of the Resolution by: (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 5884-02/3319083_4 2 SUPPLEMENTARY EXPLANATORY STATEMENT The Explanatory Statement is supplemented by inserting the following Sections and the following Schedule: 8. BACKGROUND TO CAPITAL RAISING The Company is currently conducting a placement and accelerated nonrenounceable entitlement offer in order to raise up to approximately $30,100,000 (before costs). The Company is seeking to raise approximately $18,000,000 (before costs) by way of a placement to institutional investors (Placement) through the issue of up to 41,860,466 Shares (Placement Shares) at an issue price of $0.43 per Placement Share together with three Options exercisable at exercisable at $0.65 each on or before 30 November 2024 (Attaching Options) for every four Placement Shares subscribed for and issued. The Placement Shares will be issued on 8 November 2023 (ratification of which is sought under Resolution 8) and the issue of the Attaching Options is subject to the Company obtaining Shareholder approval (which is being sought under Resolution 8). In addition, the Company is conducting an accelerated non-renounceable entitlement offer (Entitlement Offer) to raise approximately $12,100,000 (before costs) through the issue of approximately 28,175,662 Shares at an issue price of $0.43 per Share, on the basis of 1 Share for every 10 Shares held by Eligible Shareholders as at the Record Date, together with three Attaching Options for every four Shares subscribed for and issued. The funds raised from the Placement and the Entitlement Offer (together, the Offers) are intended to be applied towards funding the Company through the next stage of the phase 3 Pivotal OA clinical trial and expenses of the Offers. The Entitlement Offer and the Placement Offer are fully underwritten by Bell Potter Securities Limited (ACN 006 390 772) (AFSL 243480) (Underwriter). Further details in respect of the fees payable to the Underwriter (including fees payable on exercise of the Attaching Options) are set out in the replacement prospectus dated 31 October 2023 (Prospectus), which replaced the prospectus dated 30 October 2023. The Underwriter has entered into sub-underwriting agreements with various third parties (Sub-Underwriters) who have agreed to subscribe for any Securities which are not applied for by eligible Shareholders under the Entitlement Offer (SubUnderwriting Agreements). The Underwriter has agreed to pay the SubUnderwriters a fee which may be satisfied (at the election of the Underwriter) through: (a) subject to the Company obtaining Shareholder approval (which is being sought under Resolution 10), the issue of one Option exercisable at $0.65 each on or before 30 November 2024 (Sub-Underwriter Options) for every $1 sub-underwritten; or (b) a cash fee of 1% of the amount sub-underwritten. The Sub-Underwriting Agreements have otherwise been entered into on standard terms and conditions for agreements of their nature. Further details in respect of the Offers are set out in the Prospectus. 5884-02/3319083_4 3 9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES 9.1 General Resolution 8 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares, which are expected to be issued on 8 November 2023. Further information in respect of the Placement and the issue of the Placement Shares is set out in Section 8 above and in the Prospectus. 9.2 Listing Rules 7.1, 7.1A and 7.4 Broadly speaking, and subject to a number of exceptions, 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 12 month period. Under 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%. The Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 3 being passed at this Meeting. The issue of the Placement Shares did not breach Listing Rule 7.1 at the time of the issue. The issue of the Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Placement Shares. 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. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares. 9.3 Technical information required by Listing Rule 14.1A If Resolution 8 is passed, the Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares. If Resolution 8 is not passed, the Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without 5884-02/3319083_4 4 Shareholder approval over the 12 month period following the date of agreement to issue the Placement Shares. It is noted that the Company’s ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 3 being passed at this Meeting. 9.4 Technical information required by Listing Rule 7.5 Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 8: (a) the Placement Shares will be issued to professional and sophisticated investors who will be identified by the Directors and the Underwriter (Placement Participants). The Placement Participants will be identified through a bookbuild process, which will involve the Company and the Underwriter seeking expressions of interest to participate in the capital raising from non-related parties of the Company; (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that the Placement Shares that will be issued to Allianz Global Investors Asia Pacific Ltd (a substantial holder of the Company) (Allianz) will represent approximately 1% of the issued capital of the Company. No other related parties of the Company, members of the Company’s key management personnel, existing substantial holders of the Company, advisers of the Company or associates of any of these parties (Material Persons) will receive Placement Shares which represent more than 1% of the issued capital of the Company; (c) 41,860,466 Placement Shares will be issued and the Placement Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; (d) the Placement Shares will be issued on 8 November 2023; (e) the issue price will be $0.43 per Placement Share. The Company has not and will not receive any other consideration for the issue of the Placement Shares; (f) the purpose of the issue of the Placement Shares is to raise approximately $18,000,000 (before costs), which will be applied in the manner set out in Section 8; and (g) the Placement Shares will not be issued under an agreement. 10. RESOLUTION 9 – APPROVAL TO ISSUE ATTACHING OPTIONS 10.1 General Resolution 9 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Attaching Options. Further information in respect of the Placement and the issue of the Attaching Options is set out in Section 8 above and in the Prospectus. 10.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is set out in Section 9.2 above. 5884-02/3319083_4 5 The proposed issue of the Attaching Options falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1. 10.3 Technical information required by Listing Rule 14.1A If Resolution 9 is passed, the Company will be able to proceed with the issue of the Attaching Options. In addition, the issue of the Attaching Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1. If Resolution 9 is not passed, the Company will not be able to proceed with the issue of the Attaching Options. In these circumstances, the Company must seek Shareholder approval for the issue of the Attaching Options at each subsequent annual general meeting which occurs until the Attaching Options are issued. 10.4 Technical information required by Listing Rule 7.3 Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 9: (a) the Attaching Options will be issued to the Placement Participants; (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that existing substantial shareholder, Allianz, will receive Attaching Options in respect of their participation in the Placement. No other Placement Participants who are currently Material Persons are expected to be issued more than 1% of the issued capital of the Company; (c) the Placement Participants will be issued three Attaching Options for every four Shares subscribed for and issued under the Placement, which will result in approximately 31,395,350 Attaching Options being issued (subject to rounding); (d) the terms and conditions of the Attaching Options are set out in Schedule 4; (e) the Attaching Options are expected to be issued on 29 November 2023, and in any event will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules); (f) there will be no issue price for the Attaching Options and the Company will not receive any other consideration for the issue of the Attaching Options (other than in respect of funds received on exercise of the Options); (g) the purpose and use of funds raised from the Placement is set out in Section 8. The Attaching Options are being issued to the Placement Participants on the basis of three Attaching Options for every four Placement Shares subscribed for and issued; (h) the Attaching Options are not being issued under an agreement; and (i) the Attaching Options are not being issued under, or to fund, a reverse takeover. 5884-02/3319083_4 6 11. RESOLUTION 10 – APPROVAL TO ISSUE SUB-UNDERWRITER OPTIONS 11.1 General Resolution 10 seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of the Sub-Underwriter Options. Further information in respect of the issue of the Sub-Underwriter Options is set out in Section 8 above and in the Prospectus. 11.2 Listing Rule 7.1 A summary of Listing Rule 7.1 is set out in Section 9.2 above. The proposed issue of the Sub-Underwriter Options falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1. 11.3 Technical information required by Listing Rule 14.1A If Resolution 10 is passed, the Company will be able to proceed with the issue of the Sub-Underwriter Options. In addition, the issue of the Sub-Underwriter Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1. If Resolution 10 is not passed, the Company will not be able to proceed with the issue of the Sub-Underwriter Options. In these circumstances, the Company must seek Shareholder approval for the issue of the Sub-Underwriter Options at each subsequent annual general meeting which occurs until the Sub-Underwriter Options are issued. 11.4 Technical information required by Listing Rule 7.3 Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 10: (a) the Sub-Underwriter Options will be issued to the Sub-Underwriters; (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the Sub-Underwriters will be Material Persons and be issued more than 1% of the issued capital of the Company; (c) the maximum number of Sub-Underwriter Options to be issued is 10,012,031; (d) the terms and conditions of the Sub-Underwriter Options are set out in Schedule 4; (e) the Sub-Underwriter Options are expected to be issued on 29 November 2023, and in any event will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules); (f) there will be no issue price for the Sub-Underwriter Options and the Company will not receive any other consideration for the issue of the Sub-Underwriter Options (other than in respect of funds received on exercise of the Sub-Underwriter Options); 5884-02/3319083_4 7 (g) the purpose of the issue of the Sub-Underwriter Options is to ensure that the Entitlement Offer is fully underwritten; (h) the Sub-Underwriter Options are being issued under the SubUnderwriting Agreements, a summary of the material terms and conditions of which is set out in Section 8; and (i) the Sub-Underwriter Options are not being issued under, or to fund, a reverse takeover. 5884-02/3319083_4 8 SCHEDULE 4 – TERMS AND CONDITIONS OF ATTACHING OPTIONS AND SUB-UNDERWRITER OPTIONS (a) Entitlement Each Option entitles the holder to subscribe for one Share upon exercise of the Option. (b) Exercise Price The amount payable upon exercise of each Option is $0.65 (Exercise Price). (c) Expiry Date Each Option will expire at 5:00 pm (AEDT) on 30 November 2024 (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date. (d) Exercise Period The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period). (e) Notice of Exercise The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company. (f) Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date). (g) Timing of issue of Shares on exercise Within five Business Days after the Exercise Date, the Company will: (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; (ii) if required, give ASX a notice that complies with section 708A(5)I of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options. 5884-02/3319083_4 9 If a notice delivered under paragraph (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors. (h) Shares issued on exercise Shares issued on exercise of the Options rank equally with the then issued shares of the Company. (i) Reconstruction of capital If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction. (j) Participation in new issues There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options. (k) Change in exercise price An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised. (l) Transferability The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws. 5884-02/3319083_4 10 PARADIGM BIOPHARMACEUTICALS LTD ACN 169 346 963 NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Meeting will be held at: TIME: 9.00am AEDST DATE: Wednesday 29th November 2023 PLACE: RSM Australia, Floor 21, 55 Collins Street, Melbourne VIC 3000 and via a virtual meeting The business of the Meeting affects your shareholding and your vote is important. This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7.00pm (AEDST) on Monday 27 November 2023. BUSINESS OF THE MEETING AGENDA 1. FINANCIAL STATEMENTS AND REPORTS To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report. 2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2023.” Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company. A voting prohibition statement applies to this Resolution. Please see below. 3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – DR DONNA SKERRETT To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of clause 13.3 of the Constitution, Listing Rule 14.4 and for all other purposes, Dr Donna Skerrett, a Director, retires by rotation, and being eligible, is re-elected as a Director.” 4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE To consider and, if thought fit, to pass the following resolution as a special resolution: “That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.” 5. RESOLUTION 4 – ADOPTION OF EMPLOYEE PERFORMANCE RIGHTS PLAN To consider and, if thought fit, pass with or without amendmen