2023 Notice of Annual General Meeting Explanatory Memorandum and Proxy Form Date and Time of Meeting Place of Meeting 28 November 2023 2.00pm AWST The Garden Office Park 355 Scarborough Beach Road Osborne Park Western Australia 6017 Australia This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor, or other professional adviser prior to voting. The 2023 Annual Report may be viewed on the Company’s website at www.e25.com.au Element 25 Limited T +61 8 6375 2525 E admin@e25.com.au Level 1, Building B Garden Office Park 355 Scarborough Beach Road Osborne Park WA 6017 element25.com.au PO Box 1167 Osborne Park DC WA 6916 2023 Notice of Annual General Meeting ELEMENT 25 LIMITED ACN 119 711 929 2023 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Shareholders of Element 25 Limited (Company) will be held at The Garden Office Park, 355 Scarborough Beach Road, Osborne Park, Western Australia, Australia on 28 November 2023 at 2.00pm (AWST) for the purpose of transacting the following business. The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the meeting. The Explanatory Memorandum and the Proxy Form are part of this Notice. Terms used in this Notice will, unless the context otherwise requires, have the same meaning given to them in the glossary contained in the Explanatory Memorandum. 2023 Financial Statements To receive the financial statements of the Company for the year ended 30 June 2023, consisting of the annual financial report, the Directors’ report and the auditor's report. Resolution 1 Re-election of Director - Mr John Ribbons To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That Mr John Ribbons, having retired as a Director of the Company in accordance with the Company’s Constitution and, being eligible, having offered himself for re-election, be re-elected a Director of the Company." Short Ex planation: Pursuant to the Company’s Constitution, one-third of the Directors of the Company (other than the Managing Director) must retire at each AGM and, being eligible, may offer themselves for re-election at that AGM. Resolution 2 Election of Director – Mr Salvatore (Sam) Lancuba To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, in accordance with the Pursuant to the Company’s Constitution, and listing rule 14.4 and for all other purposes, Salvatore Lancuba, a Director appointed on 30 January 2023, retires at the Meeting and, being eligible and offering himself for election, is elected as a Director. Short Ex planation: This resolution is in accordance with listing rule 14.4, whereby a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity. Resolution 3 Election of Director – Mr Rudolph (Fanie) van Jaarsveld To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: Element 25 Limited Page 2 2023 Notice of Annual General Meeting “That, in accordance with the Pursuant to the Company’s Constitution, and listing rule 14.4 and for all other purposes, Rudolph van Jaarsveld, a Director appointed on 30 January 2023, retires at the Meeting and, being eligible and offering himself for election, is elected as a Director.” Short Ex planation: This resolution is in accordance with listing rule 14.4, whereby a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity. Resolution 4 Adoption of Remuneration Report To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution: "That, for the purposes of Section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report forming part of the Company’s 2023 Annual Report be and is hereby adopted." Short Ex planation: Section 250R of the Corporations Act requires a listed company to put to Shareholders at each AGM a resolution adopting the report on the remuneration of the Company’s key management personnel included in the Company’s Annual Report. The above Resolution is being proposed to comply with this requirement. The vote on this Resolution is advisory only and neither binds the Company’s Directors nor the Company. A reasonable opportunity will be provided to Shareholders for discussion of the Remuneration Report at the AGM. Voting Prohibition Statement: A vote on this Resolution must not be cast (in any capacity) by or on behalf of either the following persons: a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or b) a Closely Related Party of such a member. However, a person (the voter) described above may cast a vote on the Resolution as a proxy if the vote is not cast on behalf of a person described above and either: c) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; d) the voter is the Chair and the appointment of the Chair as proxy: or (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorised the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Resolution 5 Confirmation of Appointment of Auditor To consider and if though fit to pass the following resolution as an ordinary resolution: “That, for purposes of section 327B of the Corporations Act 2001 and for all other purposes, PricewaterhouseCoopers (PwC), having consented in writing and being duly nominated by a Shareholder in accordance with section 328B (1) of the Corporations Act 2001, be appointed as auditor of the Company effective from the close of the Meeting.” Short Ex planation: Under section 327C (2) of the Corporations Act 2001, an auditor appointed under section 327C (1) of the Corporations Act 2001 holds office until the next annual general meeting of the company, at which time the person, firm or authorised audit company must be appointed by shareholders. Element 25 Limited Page 3 2023 Notice of Annual General Meeting Voting Ex clusion: For the purposes of Listing Rule 7.5, the Company will disregard any votes cast on this Resolution by PricewaterhouseCoopers and any of their Associates, unless it is cast by: a) 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 b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with 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. Resolution 6 Approval of 10% Placement Facility To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: “That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum.” Short Ex planation: Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12-month period after the AGM. The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1. Please refer to the Explanatory Memorandum for details. Voting Ex clusion: For the purposes of Listing Rule 7.3A, the Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who may participate in the 10% Placement Facility or a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, or any of their Associates, unless it is cast by: a) 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 b) the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with 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. Resolution 7 Approval of Grant of Options to Mr Justin Brown To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purpose of Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, the issue to Mr Justin Brown, or his nominees, for nil consideration of 500,000 Options to acquire fully paid shares Element 25 Limited Page 4 2023 Notice of Annual General Meeting in the capital of the Company, at an exercise price of 60 cents or 143% of the VWAP of the fully paid ordinary Shares of the Company on the five trading days prior to the date of the meeting to approve the issue (whichever is the higher), expiring on 27 November 2028 and on the terms and conditions outlined in the Explanatory Memorandum and in Annexure A is hereby approved.” Short Ex planation: Approval is sought under Listing Rule 10.11 to authorise the Company to issue these securities. Please refer to the Explanatory Memorandum for details. If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1. Voting Ex clusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Brown (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons. However, this does not apply to a vote cast in favour of a resolution by: a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with 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. Voting Prohibition: A person appointed as a proxy must not vote on the basis of that appointment, on this Resolution if: a) b) the proxy is either: (i) a member of the Key Management Personnel; or (ii) 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: (i) the proxy is the Chair; and (ii) 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. Further, a Restricted Voter who is appointed as a proxy will not vote on this Resolution unless: c) The appointment specifies the way the proxy is to vote on this Resolution; or d) The proxy is the Chair of the meeting, and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution. Resolution 8 Adoption of Performance Rights Plan To consider and, if thought fit, to pass, with or without modification, the following as an ordinary resolution: Element 25 Limited Page 5 2023 Notice of Annual General Meeting “That for the purposes of Listing Rule 7.2 (Exception 13(b)), and for all other purposes, Shareholders approve the Performance Rights Plan and the issue of Performance Rights under that plan, including the issue of Shares upon vesting of those Performance Rights, on the terms set out in the Explanatory Memorandum.” Voting Ex clusion: Pursuant to the Listing Rules, 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 Performance Rights Plan or an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: a) a person as a proxy for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy to vote on the resolution in that way; or b) the chair of the meeting as proxy 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 the directions given by the beneficiary to the holder to vote in that way. Voting Prohibitions: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such a member; and b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: c) the proxy is the chair of the meeting; and d) the appointment expressly authorises the chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Resolution 9 Approval of termination benefits under the Performance Rights Plan To consider and, if thought fit, to pass, with or without modification, the following as an ordinary resolution: “That for the purposes of sections 200B and 200E of the Corporations Act, and for all other purposes, Shareholders approve the giving of benefits under the Performance Rights Plan to a person by the Company in connection with that person ceasing to hold a managerial or executive office in the Company or a related body corporate, on the terms set out in the Explanatory Memorandum.” Voting Prohibitions: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such a member; and Element 25 Limited Page 6 2023 Notice of Annual General Meeting b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: c) the proxy is the chair of the meeting; and d) the appointment expressly authorises the chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Further, in accordance with section 200E(2A) of the Corporations Act, a vote on this Resolution must not be cast by any participants or potential participants in the Performance Rights Plan and their associates, otherwise the benefit of this Resolution will be lost by such a person in relation to that person's future retirement. However, a vote may be cast by such a person if: e) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; and f) it is not cast on behalf of the person or an associate of the person. Resolution 10 Section 195 Approval To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That, pursuant to and in accordance with subsection 195(4) of the Corporations Act and for all other purposes, Shareholders approve the transactions contemplated in Resolution 7.” Other Business To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act. The enclosed Proxy Form provides further details on appointing proxies and lodging proxy forms. To be valid, properly completed Proxy Forms must be received by the Company’s share registry no later than 2pm (AWST) on 26 November 2023 by: 1. post to GPO Box 5193, Sydney NSW 2001; 2. email at meetings@automicgroup.com.au; or 3. online at https://investor.automic.com.au/#/loginsah. If you are a beneficial Shareholder and receive these materials through your broker or through another intermediary, please complete and return the Proxy Form or voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary. By order of the Board Michael Jordon Company Secretary Date: 26 October 2023 Element 25 Limited Page 7 2023 Notice of Annual General Meeting Proxies A Shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. A proxy may, but need not be, a Shareholder of the Company. The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer duly authorised. The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a Proxy Form is enclosed. Entitlement To Vote For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding Shares at 5:00pm (AWST) on 26 November 2023 will be entitled to attend and vote at the AGM. Corporations A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company before the meeting. Electronic Communication All Shareholders may, and are encouraged to, elect to receive communications from the Company’s share registry electronically. To provide or update your email address, please contact the Company’s share registry. Revocation Of Proxies A Shareholder executing and delivering a proxy has the power to revoke it in accordance with the provisions of the Corporations Act, which provides that every proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her attorney authorised in writing and delivered either to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof at which the proxy is to be used, or to the Chair on the day of the Meeting or any adjournment thereof, or in any other manner permitted by law. Element 25 Limited Page 8 2023 Notice of Annual General Meeting EXPLANATORY MEMORANDUM This Explanatory Memorandum has been prepared for the Shareholders of Element 25 Limited ACN 119 711 929 (Company) in connection with the business to be conducted at the Annual General Meeting of the Company to be held at The Garden Office Park, 355 Scarborough Beach Road, Osborne Park, Western Australia, on 28 November 2023 commencing at 2.00pm (AWST). This Explanatory Memorandum should be read in conjunction with, and form part of, the accompanying notice. The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions. Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Memorandum. At the AGM, Shareholders will be asked to consider the following Resolutions: • Resolution 1 Re-election of Director - Mr John Ribbons • Resolution 2 Election of Director - Mr Salvatore Lancuba • Resolution 3 Election of Director - Mr Rudolph van Jaarsveld • Resolution 4 Adopting the Remuneration Report • Resolution 5 Confirmation of Appointment of Auditor • Resolution 6 Approving 10% Placement Facility • Resolution 7 Approving Grant of Options to Mr Justin Brown • Resolution 8 Adoption of Performance Rights Plan • Resolution 9 Approval of termination benefits under the Performance Rights Plan • Resolution 10 Section 195 approval 2023 Financial Statements As required by Section 317 of the Corporations Act, the financial statements for the year ended 30 June 2023 and the accompanying Directors’ report, Directors’ declaration and auditor’s report will be laid before the meeting. Neither the Corporations Act, nor the Company’s Constitution requires a vote on the reports. However, the Shareholders will have an opportunity to ask questions about the reports at the AGM. Resolution 1 1.1 Re-election of Director - Mr John Ribbons Introduction In accordance with Listing Rule 14.4, no director of the Company may hold office (without re-election) past the third AGM following the director’s appointment or 3 years, whichever period is longer. The Company’s Constitution also requires that one third of the Company’s directors Company (other than the Managing Director) must retire at each AGM. Accordingly, Mr John Ribbons will retire by rotation and, being eligible, offers himself for re-election. This resolution is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it. 1.2 Director’s Biography Mr Ribbons is an accountant who has worked in the resources industry for more than 20 years in Group Financial Controller, Chief Financial Officer and Company Secretary roles. Mr Ribbons has extensive Element 25 Limited Page 9 2023 Notice of Annual General Meeting knowledge and experience with ASX-listed production and exploration companies, including experience with operating mines and has also been involved with ASX listings for several exploration companies. Mr Ribbons has experience in capital raising, ASX and TSX compliance and regulatory requirements. Mr Ribbons has not held any former directorships in the past three years. 1.3 Directors’ Recommendation All the Directors except Mr Ribbons recommend that Shareholders vote in favour of this resolution. Resolution 2 2.1 Election of Director – Mr Salvatore (Sam) Lancuba Introduction In accordance with Listing Rule 14.4, a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity. Mr Lancuba was appointed to the board of director on 30 January 2023. This resolution is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it. 2.2 Director’s Biography Mr Lancuba is a chemical engineer with more than 40 years’ experience in the global fertiliser industry across research and development, process engineering, manufacturing and management. Following 27 years at Incitec Pivot Limited, an ASX top 50 company, Mr Lancuba has consulted to industry clients in Australia, New Zealand, USA, South America, Europe, India and China in areas including plant design and maintenance, project management, project evaluation and marketing strategies. He has extensive experience in chemical processing, project development and operations in the chemical industry. 2.3 Directors’ Recommendation All the Directors except Mr Lancuba recommend that Shareholders vote in favour of this resolution. Resolution 3 Election of Director – Mr Rudolph (Fanie) van Jaarsveld 3.1 Introduction In accordance with Listing Rule 14.4, a director appointed to fill a casual vacancy or as an addition to the board must not hold office (without re-election) past the next annual general meeting of the entity. Mr Rudolph van Jaarsveld was appointed to the board of director on 30 January 2023. This resolution is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it. 3.2 Director’s Biography Mr Fanie van Jaarsveld is an experienced company director and has held numerous senior management and executive positions over a career spanning more than 40 years. With a demonstrated history of working in the mining and metals industry, Mr van Jaarsvelds Managing Director for OM Manganese which operates the Bootu Creek manganese mine in the Northern Territory and highly skilled in mining, mineral processing and operational management. Mr van Jaarsveld has a ND Analytical Chemistry from the Cape Peninsula University of Technology, Cape Town. Element 25 Limited Page 10 2023 Notice of Annual General Meeting 3.3 Directors’ Recommendation All the Directors except Mr Fanie van Jaarsveld recommend that Shareholders vote in favour of this resolution. Resolution 4 4.1 Adoption of Remuneration Report Introduction As required by the Corporations Act, the Board is presenting the Remuneration Report to Shareholders for consideration and adoption by a non–binding vote. The Remuneration Report, which is part of the 2023 Annual Report, has been sent to Shareholders who have made an election to receive the Annual Report. Copies of the 2023 Annual Report are available by contacting the Company’s share registrar or visiting the Company’s website www.e25.com.au. The vote on this resolution is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast are against adoption of the Remuneration Report at the 2023 AGM and then again at the 2024 AGM, the Company will be required to put a resolution to the 2024 AGM to approve calling an extraordinary general meeting (spill resolution). If more than 50% of Shareholders vote in favour of the spill resolution, the Company must convene an extraordinary general meeting (spill meeting) within 90 days of the 2024 AGM. All the Directors who are in office when the 2024 Directors’ Report is approved, other than the Managing Director, will (if desired) need to stand for re-election at the spill meeting. The Remuneration Report explains Board policies in relation to the nature and level of remuneration paid to Key Management Personnel, sets out remuneration details for each member of the Key Management Personnel, details any service agreements and sets out the details of any share based compensation. 4.2 Voting on the Remuneration Report Note that a voting prohibition applies to the resolution in the terms set out in the Notice of Meeting. In particular, the directors and other restricted voters may not vote on this resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to exercise your proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chair will use any such proxies to vote in favour of the resolution. Resolution 5 5.1 Confirmation of Appointment of Auditor Introduction On 23 June 2023, the Company appointed PricewaterhouseCoopers (PwC) to act as Auditor in accordance with section 327C (1) of the Corporations Act 2001. Under section 327C (2) of the Corporations Act 2001, an auditor appointed under section 327C (1) of the Corporations Act 2001 holds office until the next annual general meeting of the company, at which time the person, firm or authorised audit company must be appointed by shareholder